Form 8-K - Current report

0000103595FALSE00001035952024-12-132024-12-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   December 13, 2024

VILLAGE SUPER MARKET, INC.

(Exact Name of Registrant as specified in its charter)

New Jersey			0-2633			22-1576170
(State or Other jurisdiction of incorporation)			(Commission File No.)			(I.R.S. Employer Identification No.)

                                         

733 Mountain Avenue

Springfield, New Jersey 07081

(Address of principal executive offices)

 Registrant’s telephone number, including area code

[phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[☐]  Written communication pursuant to Rule 425 under the Securities Act ( 17 CFR 230.425)

[☐]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act ( 17 CFR 240.14a-12)

[☐]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[☐]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Class A common stock, no par value			VLGEA			NASDAQ
(Title of Class)			(Trading Symbol)			(Name of exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 13, 2024 the Village Super Market, Inc. Board of Directors appointed John J. Sumas as Chief Executive Officer and Nicholas J. Sumas II as President and Chairman of the Board of Directors.

John J. Sumas has served as a Director since 2009, and has been a Co-President since 2018. Mr. Sumas has held a diversity of supervisory positions since his employment in 1987, including Chief Operating Officer, General Counsel and Vice President.

Nicholas J. Sumas II has served as a Director since 2009, and has been a Co-President since 2018. Mr. Sumas has held a diversity of supervisory positions since his employment in 1994, including Chief Marketing Officer and Vice President. Mr. Sumas is also an executive officer of Wakefern and a member of the Wakefern Board of Directors.

Item 5.07 Submission of Matters to a Vote of Security Holders

    The Company’s annual meeting of shareholders was held on December 13, 2024.  The final results are set forth below.

Election of Directors:

Directors			For			Withheld			Broker Non-Votes
John J. Sumas			37,139,746			3,708,141			1,408,639
Nicholas J. Sumas II			37,594,674			3,253,213			1,408,639
Robert Sumas			37,094,621			3,753,266			1,408,639
John P. Sumas			37,106,018			3,741,869			1,408,639
Kevin Begley			37,477,542			3,370,345			1,408,639
Steven Crystal			36,715,976			4,131,911			1,408,639
Stephen Rooney			37,502,826			3,345,061			1,408,639
Prasad Pola			37,548,872			3,299,015			1,408,639
Perry J. Blatt			37,883,063			2,964,824			1,408,639

Other Proposals:

			For			Against			Abstain			Broker Non-Votes
Ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2025			42,013,983			232,282			10,261			—

Item 8.01   Other Events

    On December 13, 2024, the Company announced that its Board of Directors declared quarterly cash dividends of $0.25 per Class A common share and $0.1625 per Class B common share.  The dividends will be payable on January 23, 2025 to shareholders of record at the close of business on January 2, 2025.

Item 9.01   Financial Statements and Exhibits

			Description
99.1			Press Release

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Signature

    Pursuant to the requirements of the Securities and Exchange Act of 1934. the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Village Super Market, Inc.
Dated: December 13, 2024			/s/ John L. Van Orden
			John L. Van Orden
			(Chief Financial Officer)

Exhibit 99.1

VILLAGE SUPER MARKET, INC.

EXECUTIVE OFFICES

733 Mountain Avenue

Springfield, New Jersey 07081

VILLAGE SUPER MARKET, INC.

DECLARES QUARTERLY DIVIDEND

Contact:			John Van Orden, CFO
			[phone]
			[e-mail]

    Springfield, New Jersey – December 13, 2024 - The Board of Directors of Village Super Market, Inc. (NSD-VLGEA) declared quarterly cash dividends of $0.25 per Class A common share and $0.1625 per Class B common share. The dividends will be payable on January 23, 2025 to shareholders of record at the close of business on January 2, 2025.

    

    Village Super Market operates a chain of 34 supermarkets under the ShopRite and Fairway names in New Jersey, Maryland, New York and eastern Pennsylvania and three specialty markets under the Gourmet Garage name in New York City.

Cover	Dec. 13, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 13, 2024
Entity Registrant Name	VILLAGE SUPER MARKET, INC.
Entity Incorporation, State or Country Code	NJ
Entity File Number	0-2633
Entity Tax Identification Number	22-1576170
Entity Address, Address Line One	733 Mountain Avenue
Entity Address, City or Town	Springfield
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07081
City Area Code	973
Local Phone Number	467-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0000103595
Amendment Flag	false
Entity Emerging Growth Company	false

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