Ingles Markets, Incorporated filed a Current Report on Form 8-K with the Securities and Exchange Commission on September 8, 2026, detailing updates to its corporate governance structure and the election of a new director.
The Board of Directors approved and adopted an Amended and Restated Bylaws (A&R Bylaws) on September 8, 2026, which amended and restated the company's Third Amended and Restated Bylaws entirely. The updates include new procedures for shareholder meetings, director nominations, and proposals, as well as provisions for director removal. The bylaws were revised to establish an Executive Chairman position and updated conflict-of-interest transaction rules. Additionally, the A&R Bylaws added exclusive forum provisions for internal corporate claims and aligned provisions with the North Carolina Business Corporation Act.
In other governance changes, the Board elected Kevin Hefner, age 53, to fill a vacancy on the Board created by the departure of Brenda S. Tudor. Mr. Hefner was appointed to the Audit Committee and designated as the chairman of the Compensation and Governance Committee. His term begins on September 8, 2026, and expires at the company's 2027 annual meeting of shareholders. The filing states Mr. Hefner will receive standard compensation for non-management directors and has no arrangements or understandings regarding his appointment.
The Board also established March 2, 2027, as the date for the 2027 Annual Meeting of Shareholders. Because this date is more than 30 days after the anniversary of the 2026 Annual Meeting, the deadlines for submitting shareholder proposals and director nominations under previous rules no longer apply. Shareholders must submit proposals for the 2027 meeting in writing to the company's executive offices by October 19, 2026. Notices of director nominations must be delivered between the close of business on November 2, 2026, and the close of business on December 2, 2026.
