false 0000050493 0000050493 2024-09-26 2024-09-26
 
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) September 26, 2024
 
 
INGLES MARKETS, INCORPORATED
(Exact name of registrant as specified in its charter)
 
 
North Carolina 0-14706 56-0846267
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
                           
 
P.O. Box 6676, Asheville, NC 28816
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code  (828) 669-2941
                  
N/A
(Former name or former address, if changed since last report.)
         
 
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:
 
☐ Written communications 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:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock,
$0.05 par value per share
IMKTA
The NASDAQ Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
☐
 
 
 
 
--09-28
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On September 26, 2024, the board of directors (the “Board”) of Ingles Markets, Incorporated, a North Carolina corporation (the “Company”), approved an amendment to the Company’s Amended and Restated By-Laws, which provides that the Board may, in its sole discretion, determine that any meeting of the Company’s shareholders may be held by means of remote communication, including solely by means of remote communication (the “By-Laws Amendment”).
 
The foregoing description of the By-Laws Amendment is only a summary and is qualified in its entirety by the full text of the By-Laws Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.
 
 
Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits.
 
 
Exhibit Number
Description of Exhibit
 
3.1
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
INGLES MARKETS, INCORPORATED
  (Registrant)
Date: September 30, 2024
By:
/s/ Patricia E. Jackson
Patricia E. Jackson
Chief Financial Officer
 
 

Exhibit 3.1

 

FIRST AMENDMENT

TO THE

AMENDED AND RESTATED BY-LAWS

OF

INGLES MARKETS, INCORPORATED

 

 

Pursuant to Section 14.1 of the Amended and Restated By-Laws (the “Amended and Restated By-Laws”) of Ingles Markets, Incorporated, a North Carolina corporation (the “Corporation”), the Board of Directors of the Corporation adopted the following amendments to the Amended and Restated By-Laws by resolution dated September 26, 2024:

 

FIRST. Section 3.1 of the Amended and Restated By-Laws is amended and restated in its entirety to read as follows:

 

“Section 3.1 Place of Meetings. All meetings of the Shareholders may be held at such place, if any, either within or without the State of North Carolina, and at such time and date as the Board of Directors shall determine and state in the notice of the meeting. The Board of Directors may, in its sole discretion, determine that any meeting of the Shareholders shall not be held at any place, but may instead be held solely by means of remote communication as provided by Section 3.15 hereof and in accordance with the North Carolina Business Corporation Act.”

 

SECOND. The Amended and Restated By-Laws are hereby amended by inserting as Section 3.15 the following:

 

“Section 3.15 Remote Communication. If authorized by the Board of Directors in its sole discretion, and subject to such rules, regulations and procedures as the Board of Directors may adopt, the Shareholders and proxyholders not physically present at a meeting of the Shareholders may, by means of remote communication:

 

A.   participate in a meeting of the Shareholders; and

 

B.   be deemed present in person and vote at a meeting of the Shareholders whether such meeting is to be held at a designated place or solely by means of remote communication; provided, however, that:

 

1.    the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a Shareholder or proxyholder;

 

2.    the Corporation shall implement reasonable measures to provide such Shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

 

3.    if any Shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.”

 

 

 
v3.24.3
Document And Entity Information
Sep. 26, 2024
Document Information [Line Items]  
Entity, Registrant Name INGLES MARKETS, INCORPORATED
Document, Type 8-K
Document, Period End Date Sep. 26, 2024
Entity, Incorporation, State or Country Code NC
Entity, File Number 0-14706
Entity, Tax Identification Number 56-0846267
Entity, Address, Address Line One P.O. Box 6676
Entity, Address, City or Town Asheville
Entity, Address, State or Province NC
Entity, Address, Postal Zip Code 28816
City Area Code 828
Local Phone Number 669-2941
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol IMKTA
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Current Fiscal Year End Date --09-28
Amendment Flag false
Entity, Central Index Key 0000050493
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