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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Village Super Market Inc | NASDAQ:VLGEA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.78 | -2.80% | 27.05 | 24.74 | 31.70 | 28.00 | 26.96 | 28.00 | 19,400 | 01:00:00 |
Filed by the Registrant ☑
|
| |
Filed by a Party other than the Registrant ☐
|
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☑
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☐
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Soliciting Material Pursuant to Section 240.14a-12
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Village Super Market, Inc.
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(Name of Registrant as Specified In Its Charter)
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|
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
|
(1)
|
To elect eight directors for the ensuing year;
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(2)
|
To ratify the appointment of KPMG LLP as our independent registered public accounting firm (“independent auditors”) for the 2022 fiscal year;
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(3)
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To transact any other business which may properly come before the meeting or any adjournment thereof.
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|
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Class A Stock(1)
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| |
Class B Stock(1)
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||||||
Name
|
| |
Shares
Owned
|
| |
Percentage
of
Class(3)
|
| |
Shares
Owned
|
| |
Percentage
of
Class(4)
|
Robert Sumas(2)
|
| |
137,857(5)(6)(12)
|
| |
1.3
|
| |
908,484(9)(12)(17)
|
| |
21.2
|
William Sumas(2)
|
| |
156,448(5)(10)
|
| |
1.5
|
| |
521,296(20)
|
| |
12.1
|
John P. Sumas(2)
|
| |
114,422
|
| |
1.1
|
| |
470,480
|
| |
11.0
|
Nicholas Sumas(2)
|
| |
187,840(12)
|
| |
1.8
|
| |
761,382(12)(19)
|
| |
17.7
|
John J. Sumas(2)(21)
|
| |
174,002(5)
|
| |
1.7
|
| |
151,045
|
| |
3.5
|
Kevin Begley
|
| |
54,394
|
| |
0.5
|
| |
—
|
| |
—
|
Peter R. Lavoy
|
| |
38,828
|
| |
0.4
|
| |
—
|
| |
—
|
Stephen F. Rooney
|
| |
24,800
|
| |
0.2
|
| |
—
|
| |
—
|
Steven Crystal
|
| |
957,166(7)(16)
|
| |
9.3
|
| |
440,320(7)(16)
|
| |
10.3
|
John L. Van Orden
|
| |
22,000
|
| |
0.2
|
| |
—
|
| |
—
|
Luigi Perri
|
| |
11,425
|
| |
0.1
|
| |
—
|
| |
—
|
All directors and executive officers as a group (12 persons)
|
| |
1,793,270
|
| |
17.5
|
| |
2,744,771
|
| |
63.9
|
Estate of James Sumas(2)(21)
|
| |
82,028(6)(13)
|
| |
0.8
|
| |
1,109,320(8)(11)(18)
|
| |
25.8
|
Sumas Family Group(2)
|
| |
778,901
|
| |
7.6
|
| |
3,413,771
|
| |
79.5
|
Crystal Family Foundation
|
| |
800,000(16)
|
| |
7.8
|
| |
216,940(16)
|
| |
5.1
|
Renaissance Technologies LLC
|
| |
749,885(15)
|
| |
6.7
|
| |
—
|
| |
—
|
Dimensional Fund Advisors LP
|
| |
813,395(22)
|
| |
7.3
|
| |
—
|
| |
—
|
BlackRock, Inc.
|
| |
668,312(14)
|
| |
6.5
|
| |
—
|
| |
—
|
The Vanguard Group
|
| |
522,135(23)
|
| |
5.1
|
| |
—
|
| |
—
|
(1)
|
Except as noted, each person has sole investment power and sole voting power with respect to the shares beneficially owned.
|
(2)
|
Six persons comprise the Sumas Family Group. The Sumas Family Group beneficially owns 762,709 shares of Class A Stock and 3,413,771 shares of Class B Stock, or 65.6% of the combined voting power. By virtue of the existence of this “group”, the Company is a controlled company under the corporate governance rules of NASDAQ. The address of each of these six persons is in care of the Company, 733 Mountain Avenue, Springfield, New Jersey 07081.
|
(3)
|
Based upon 10,260,906 shares of Class A Stock outstanding as of October 18, 2021.
|
(4)
|
Based upon 4,293,748 shares of Class B Stock outstanding as of October 18, 2021.
|
(5)
|
Includes 22,704 shares held by the Company’s pension trust of which William Sumas, John J. Sumas and Robert Sumas are trustees.
|
(6)
|
Includes 3,976 shares held by a charitable trust of which Robert Sumas and the estate of James Sumas are trustees.
|
(7)
|
Includes 111,266 Class A and 223,380 Class B shares held by a decedent trust and a GRAT, of which Mr. Crystal is the trustee.
|
(8)
|
Includes 51,580 shares owned by Mrs. James Sumas; and 13,120 shares held by Mrs. James Sumas as custodians for her children.
|
(9)
|
Includes 108,572 shares owned by Mrs. Robert Sumas.
|
(10)
|
Includes 99,353 shares held in the name of William Sumas as trustee of a Trust for the benefit of the grandchildren of Perry Sumas.
|
(11)
|
Includes 424,214 shares held by various family trusts or GRATs of which the estate of James Sumas or Mrs. James Sumas are the trustees.
|
(12)
|
Includes 40,504 Class A and 508,236 Class B shares held by a family LLC, of which Robert Sumas and Nicholas Sumas are managers. Nicholas Sumas, his wife and trusts for their children own 55.3% of the LLC.
|
(13)
|
Includes 15,368 shares owned by Mrs. James Sumas.
|
(14)
|
As reported in a Schedule 13G dated January 31, 2021, BlackRock, Inc. may be deemed to be the beneficial owner of 668,312 shares of the Company. BlackRock’s address is 55 East 52nd Street, New York, NY 10055.
|
(15)
|
As reported in a Schedule 13G dated February 11, 2021, Renaissance Technologies LLC may be deemed to be the beneficial owner of 749,885 shares of the Company. Renaissance Technologies’s address is 800 Third Avenue, New York, NY 10022.
|
(16)
|
Steven Crystal’s shares include 800,000 Class A and 216,940 Class B shares owned by the Crystal Family Foundation. Mr. Crystal is the sole trustee of the foundation.
|
(17)
|
Includes 200,000 shares held by the Nicholas Sumas Grandchildren Trust for the benefit of Robert Sumas’s children, of which Robert Sumas is the Trustee.
|
(18)
|
Includes 200,000 shares held by the Nicholas Sumas Grandchildren Trust for the benefit of James Sumas’s children, of which the estate of James Sumas is the Trustee.
|
(19)
|
Includes 133,120 shares held by two Trusts for the benefit of the grandchildren of Robert Sumas, of which Nicholas Sumas is a co-trustee.
|
(20)
|
Includes 229,780 shares held by a Trust for the benefit Mrs. William Sumas and the children and grandchildren of William Sumas, of which Mrs. William Sumas is a co-trustee.
|
(21)
|
Helen Sumas, widow of James Sumas, and John J. Sumas are the executors of the estate of James Sumas.
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(22)
|
As reported in a Schedule 13G dated February 16, 2021, Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of 813,395 shares of the Company held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional Fund Advisors LP’s address is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
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(23)
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As reported in a Schedule 13G dated February 8, 2021, The Vanguard Group. may be deemed to be the beneficial owner of 522,135 shares of the Company. The Vanguard Group’s address is 100 Vanguard Blvd., Malvern, PA 19355.
|
Name
|
| |
Age
|
| |
Position with
the Company
|
Robert Sumas
|
| |
80
|
| |
Chief Executive Officer and Vice Chairman of the Board of Directors
|
William Sumas
|
| |
74
|
| |
Executive Vice President, Chairman of the Board of Directors
|
John P. Sumas
|
| |
72
|
| |
Executive Vice President, Secretary and Director
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Nicholas Sumas
|
| |
52
|
| |
Co-President and Director
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John J. Sumas
|
| |
51
|
| |
Co-President and Director
|
Kevin Begley
|
| |
63
|
| |
Director
|
Steven Crystal
|
| |
65
|
| |
Director
|
Stephen F. Rooney
|
| |
59
|
| |
Director
|
|
| |
2021
|
| |
2020
|
Audit fees(1)
|
| |
$646,250
|
| |
$757,230
|
Audit-related fees(2)
|
| |
—
|
| |
—
|
Tax fees(3)
|
| |
58,750
|
| |
84,976
|
All other fees
|
| |
—
|
| |
—
|
Total fees
|
| |
$705,000
|
| |
$842,206
|
(1)
|
Audit fees consist of audits of the annual consolidated financial statements and the effectiveness of internal control over financial reporting, quarterly reviews and services provided in connection with statutory and regulatory filing engagements, including issuance of consents.
|
(2)
|
Audit-related fees include assurance and related services not reported under audit fees, including attest, agreed upon procedures and related services not required by statute or regulations.
|
(3)
|
Tax fees consist of fees for tax compliance and consultation services.
|
Name and principal
position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Stock
awards
($)(1)
|
| |
Option
awards
($)
|
| |
Non-equity
incentive
plan
compensation
|
| |
Change
in pension
value and
non-qualified
deferred
compensation
earnings
($)(2)
|
| |
All other
compensation
($)(3)
|
| |
Total
($)
|
Robert Sumas
CEO
|
| |
2021
|
| |
830,551
|
| |
265,000
|
| |
—
|
| |
—
|
| |
—
|
| |
(371,535)
|
| |
22,900
|
| |
746,916
|
|
2020
|
| |
814,611
|
| |
265,000
|
| |
444,132
|
| |
—
|
| |
—
|
| |
192,711
|
| |
32,314
|
| |
1,748,768
|
||
|
2019
|
| |
799,611
|
| |
265,000
|
| |
—
|
| |
—
|
| |
—
|
| |
30,083
|
| |
21,554
|
| |
1,116,248
|
||
William Sumas
Executive Vice President
|
| |
2021
|
| |
721,805
|
| |
258,000
|
| |
—
|
| |
—
|
| |
—
|
| |
(378,095)
|
| |
18,900
|
| |
620,610
|
|
2020
|
| |
708,025
|
| |
258,000
|
| |
444,132
|
| |
—
|
| |
—
|
| |
426,459
|
| |
25,375
|
| |
1,861,991
|
||
|
2019
|
| |
695,025
|
| |
258,000
|
| |
—
|
| |
—
|
| |
—
|
| |
150,430
|
| |
20,260
|
| |
1,123,715
|
||
John P. Sumas
Executive Vice President
|
| |
2021
|
| |
715,010
|
| |
258,000
|
| |
—
|
| |
—
|
| |
—
|
| |
(405,653)
|
| |
18,900
|
| |
586,257
|
|
2020
|
| |
701,230
|
| |
258,000
|
| |
444,132
|
| |
—
|
| |
—
|
| |
609,891
|
| |
23,308
|
| |
2,036,561
|
||
|
2019
|
| |
688,230
|
| |
258,000
|
| |
—
|
| |
—
|
| |
—
|
| |
185,278
|
| |
22,580
|
| |
1,154,088
|
(1)
|
These amounts represent the grant date fair value of restricted share awards granted to the named executive officer with respect to the fiscal year. The compensation for fiscal 2020 is calculated for Robert Sumas, William Sumas and John P. Sumas as 23,400 Class A restricted shares granted on March 13, 2020 times the $18.98 grant price, which was the market value on the date of grant. Restrictions on these shares lapse on March 13, 2023, the third anniversary of the grant, as long as the officer is employed by the Company at that time. Any dividends declared on the Company’s Class A common stock are payable on the restricted shares.
|
(2)
|
This amount shows the change in pension value in each fiscal year presented. Nonqualified Deferred Compensation was omitted since the aggregate earnings amount included no above-market or preferential earnings.
|
(3)
|
In accordance with SEC rules, this table omits information regarding group life and health plans that do not discriminate in favor of executive officers of the Company and that are generally available to all salaried employees. The amounts shown in this column include employer costs related to personal use of Company automobiles, which is added to the named executive officers’ taxable earnings in accordance with rules promulgated by the Internal Revenue Service, long-term disability insurance premiums, and the Company’s matching contribution to our 401(k) Plan.
|
Name
|
| |
Number of shares
or units of stock
that have not vested
(#)(1)
|
| |
Market value of shares
or units of stock
that have not vested
($)(1)
|
Robert Sumas
|
| |
23,400
|
| |
527,670
|
William Sumas
|
| |
23,400
|
| |
527,670
|
John P. Sumas
|
| |
23,400
|
| |
527,670
|
(1)
|
Restricted shares vest on March 13, 2023. The market value of the Company’s restricted stock was $22.55 per share, the closing market price of the Company’s Class A common stock on July 30, 2021.
|
Name
|
| |
Fees earned
or paid
in cash
($)
|
| |
Stock
awards
($)(1)(2)
|
| |
Option
awards
($)
|
| |
Non-
equity
incentive
plan
compensation
($)
|
| |
Change in
pension
value and
nonqualified
deferred
compensation
earnings
|
| |
All other
compensation
($)
|
| |
Total
($)
|
Steven Crystal
|
| |
50,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50,000
|
Peter R. Lavoy
|
| |
50,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50,000
|
Stephen F. Rooney
|
| |
52,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
52,500
|
Kevin Begley
|
| |
50,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50,000
|
(1)
|
These amounts represent the grant date fair value of stock awards with respect to the fiscal year. All non-employee directors were awarded 10,800 Class A restricted shares on March 13, 2020. The grant date price of these shares was $18.98. Restriction on these shares lapse one third each year on the anniversary of the grant.
|
(2)
|
Aggregate stock awards outstanding at fiscal year-end were 7,200 shares for each of the above non-employee directors.
|
•
|
Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding financial, accounting, regulatory and legal compliance.
|
•
|
Monitor the independence and performance of the Company’s independent auditors and the adequacy of disclosures to shareholders.
|
•
|
Provide an avenue of communication among the independent auditors, management and the Board.
|
1.
|
Review and reassess the adequacy of the Committee Charter at least annually. Submit the charter to the Board for approval and have the Charter published at least every three years in accordance with applicable regulations.
|
2.
|
Review the Company’s quarterly and annual financial statements prior to filing or distribution. Review should include discussion with management and the independent auditors of significant issues regarding accounting principles, practices and judgments.
|
3.
|
In consultation with management and the independent auditors, consider the integrity of the Company’s financial reporting processes and controls. Discuss significant financial risk exposures and the action management has taken to monitor, control and report such exposures. Review significant findings prepared by the independent auditors together with management responses. Review the results with the Board.
|
4.
|
Not less than on a quarterly basis, discuss any significant changes to the Company’s accounting principles and any items required to be communicated by the independent auditors in accordance with applicable auditing standards. The Chairman of the Committee, or his designee on the Audit Committee, may represent the entire Committee for purposes of this review.
|
5.
|
Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submissions by employees of concerns regarding questionable accounting, financial or auditing matters.
|
6.
|
Review and approve related person transactions, as defined by SEC rules, and establish and oversee policies and procedures for the review and approval of related person transactions.
|
7.
|
Receive reports from the principal executive and financial officers of the Company regarding each of the following:
|
i)
|
Their evaluation of the effectiveness of the Company’s disclosure controls and procedures and the Company’s internal controls over financial reporting and procedures for financial reporting (“internal controls”).
|
ii)
|
All significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data.
|
iii)
|
Whether they have identified for the independent auditor any material weakness in the internal controls over financial reporting.
|
iv)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.
|
v)
|
Whether there were significant changes in the internal controls or in the other factors that could significantly affect the internal controls since the date they evaluated them, including corrective actions with regard to significant deficiencies and material weaknesses.
|
8.
|
The independent auditors are directly accountable to the Committee. The Committee shall review the independence and performance of the auditors and annually recommend to the Board the appointment of the independent auditors or approve any discharge of auditors when circumstances warrant. The lead Partner of the independent auditor team will be reviewed and evaluated by the Committee.
|
9.
|
Approve in advance the services to be provided and the fees and other significant compensation to be paid to the independent auditors for all services provided (including tax services).
|
10.
|
On an annual basis, the Committee should review and discuss with the independent auditors any relationships they have with the Company that could impair the auditor’s independence.
|
11.
|
Review the auditor’s plan with respect to scope, staffing, locations, reliance upon management and general audit approach.
|
12.
|
Prior to releasing quarterly and year-end earnings, discuss the results of the quarterly reviews or year-end audit with the independent auditors. Discuss certain matters required to be communicated to the Audit Committee in accordance with applicable auditing standards.
|
13.
|
Consider the independent auditor’s judgment about the quality and appropriateness of the Company’s accounting principles as applied to its financial reporting.
|
14.
|
On at least an annual basis, review with legal counsel any legal matters that could have a significant impact on the organization’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators, government agencies, and any other relevant authorities.
|
15.
|
Annually prepare a report to shareholders as required by the Securities and Exchange Commission for inclusion in the Company’s proxy statement.
|
16.
|
Maintain minutes of meetings and periodically report to the Board on significant results of the foregoing activities.
|
17.
|
Perform any other activities consistent with this Charter, the Company’s by-laws, and governing law, as the Committee, or the Board, deems necessary or appropriate.
|
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