TRANSACTIONS WITH RELATED PERSONS
The Company’s supermarket in Chatham, New Jersey is leased from Hickory Square Associates, a limited partnership. The lease is dated April 1, 1986 and expires
March 31, 2021. The annual rent under this lease is $688,000. Sumas Realty Associates is a 30% limited partner in Hickory Square
Associates. Sumas Realty Associates is a general partnership including Robert Sumas, William Sumas, John P. Sumas and the estate of James Sumas.
All obligations of
the Company to Wakefern Food Corporation are personally guaranteed by certain members of the Sumas family.
It is
the Company’s policy that the Audit Committee review and approve any transactions with related persons in excess of $120,000. There were no transactions required to be reviewed or approved in fiscal 2020.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires
the Company’s executive officers and directors to file with the SEC reports of ownership and reports of changes in ownership of Class A stock and Class B stock. Copies of these reports must also be furnished to
the Company. Based solely on a review of these filings and written representations from reporting persons,
the Company believes that all filing requirements applicable to its executive officers and directors were complied with during fiscal
2020, other than a Form 4 filing on
June 15, 2020 that was filed late reporting restricted share grants on behalf of Stephen Rooney and a Form 4 filing on
June 18, 2020 that was filed late reporting restricted share grants and the withholding of shares to cover tax withholding obligations subsequent to the vesting of restricted shares on behalf of Robert Sumas.
The Company has evaluated the cause of the delinquent filing and enacted additional controls to prevent future delinquent filings.
SELECTION OF INDEPENDENT AUDITORS
The
appointment by the Audit Committee of KPMG LLP as independent auditors to audit the consolidated financial statements of
the Company for the fiscal year ending
July 31, 2021 is to be submitted at the meeting for ratification or rejection. The consolidated financial statements of
the Company for the 2020, 2019, and 2018 fiscal years were audited by KPMG LLP.
Representatives of KPMG LLP are expected to attend the Annual Meeting and will be given the opportunity to make a statement if they wish to do so and will be available to respond to appropriate questions.
Although
ratification by the shareholders of the appointment of independent auditors is not required, the Audit Committee will reconsider its appointment of KPMG LLP if such ratification is not obtained. Ratification shall require a majority of the votes cast.
The Board of Directors recommends that the shareholders vote FOR the ratification of KPMG LLP as
the Company’s independent auditors for fiscal 2021.
PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION
We
are providing our shareholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement. The vote is advisory, which means that the vote is not binding on
the Company, our Board of Directors or the Compensation Committee. Although the vote is advisory, the Compensation Committee will consider the outcome of the vote when making future executive compensation decisions.
“Resolved, that the shareholders approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in Village Super Market,
Inc.’s Proxy Statement for the 2020 Annual Shareholder’s meeting.” The Board of Directors recommends that the shareholders vote FOR this proposal
SHAREHOLDER PROPOSALS FOR 2021 ANNUAL MEETING
Any proposal that a shareholder intends to present at the 2021 annual meeting of shareholders of
the Company (the
“2021 Annual Meeting”), presently scheduled to be held on
December 17, 2021,
and requests to be considered for inclusion in
the Company’s Proxy Statement for the 2021 Annual Meeting, must be received by
the Company no later than
July 1, 2021. Such requests should be made in writing and sent to the Secretary of
the Company, Village Super Market, Inc., 733 Mountain Avenue,
Springfield,
New Jersey 07081.