Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
As required by Rule 13a-15 of the Exchange Act, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures at the end of the period covered by this report. This evaluation was carried out under the supervision, and with the participation, of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer, along with the Company’s Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With the participation of the Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that the Company’s internal control over financial reporting was effective as of July 29, 2023.
The Company’s independent registered public accounting firm has audited the accompanying consolidated financial statements and the Company’s internal control over financial reporting, as stated in their report, which is included in Item 8 of this Form 10-K.
Robert P. Sumas John L. Van Orden
Chief Executive Officer Chief Financial Officer
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in the Company’s internal control over financial reporting during the fourth quarter of fiscal 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 30, 2023, in connection with its Annual Meeting scheduled to be held on December 15, 2023.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 30, 2023, in connection with its Annual Meeting scheduled to be held on December 15, 2023.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information in the table below is as of July 29, 2023. All data relates to the Village Super Market, Inc. 2010 and 2016 Stock Plans as described in Item 8 of this Form 10-K.
Plan category Number of
securities to
be issued
upon exercise
of outstanding
options Weighted-average
exercise price
of outstanding
options Number of
securities
remaining available
for future
issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
(a) (b) (c)
Equity compensation plans approved by security holders 88,000 $ 28.72 596,593
Equity compensation plans not approved by security holders — — —
Additional information required by this Item 12 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 30, 2023, in connection with its annual meeting scheduled to be held on December 15, 2023.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item 13 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 30, 2023, in connection with its annual meeting scheduled to be held on December 15, 2023.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item 14 is incorporated by reference from the Company’s definitive Proxy Statement to be filed on or before October 30, 2023, in connection with its annual meeting scheduled to be held on December 15, 2023.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
(a)(1) Financial Statements:
Consolidated Balance Sheets – July 29, 2023 and July 30, 2022
Consolidated Statements of Operations - years ended July 29, 2023 and July 30, 2022
Consolidated Statements of Comprehensive Income - years ended July 29, 2023 and July 30, 2022
Consolidated Statements of Shareholders' Equity – years ended July 29, 2023 and July 30, 2022
Consolidated Statements of Cash Flows - years ended July 29, 2023 and July 30, 2022
Notes to consolidated financial statements
Report of Independent Registered Public Accounting Firm (KPMG LLP, Short Hills, NJ, Auditor Firm ID: 185 )
(a)(2) Financial Statement Schedules:
All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or the notes hereto.
(a)(3) Exhibits
3.1 Certificate of Incorporation *
3.2 By-laws*
4.1 Credit Agreement dated May 6, 2020*
4.2 First Amendment to Credit Agreement dated September 1, 2020*
4.3 Amended and Restated Credit Agreement dated January 28, 2022*
4.4 First Amendment to Amended and Restated Credit Agreement dated September 1, 2022*
4.5 Second Amendment to Amended and Restated Credit Agreement dated January 27, 2023*
4.10 Revolving Credit Note dated May 6, 2020*
4.11 Revolving Amended and Restated Revolving Credit Note dated September 1, 2020*
4.12 Joinder to Revolving Amended and Restated Revolving Credit Note dated September 1, 2020*
4.13 Term Loan Note dated May 12, 2020*
4.14 Joinder to Term Loan Note dated May 12, 2020*
4.15 Converted Term Loan Note dated September 1, 2020*
4.16 Joinder to Converted Term Loan Note dated September 1, 2020*
4.17 Term Loan Note dated January 28, 2022*
4.18 Term Loan Note dated September 1, 2022*
4.19 Term Loan Note dated January 27, 2023*
10.1 Wakefern By-Laws*
10.2 Stockholders Agreement dated February 20, 1992 between the Company and Wakefern Food Corp. *
10.7 Supplemental Executive Retirement Plan*
10.8 2004 Stock Plan*
10.9 2010 Stock Plan*
10.10 2016 Stock Plan*
10.11 42-Month Adjustable Rate Promissory Note*
10.12 42-Month Adjustable Rate Promissory Note*
10.13 60-Month Adjustable Rate Promissory Note*
10.14 60-Month Adjustable Rate Promissory Note*
10.15 60-Month Adjustable Rate Promissory Note *
10.16 60-Month Adjustable Rate Promissory Note *
10.17 60-Month Adjustable Rate Promissory Note *
10.18 60-Month Adjustable Rate Promissory Note dated August 15, 2022
49
10.19 60-Month Adjustable Rate Promissory Note dated August 15, 2022
10.20 60-Month Adjustable Rate Promissory Note dated August 15, 2022
10.21 60-Month Adjustable Rate Promissory Note dated September 28, 2022
10.22 60-Month Adjustable Rate Promissory Note dated September 28, 2022
10.23 60-Month Adjustable Rate Promissory Note dated September 28, 2022
10.24 60-Month Adjustable Rate Promissory Note dated September 28, 2022
10.25 60-Month Adjustable Rate Promissory Note dated September 28, 2022
10.26 60-Month Adjustable Rate Promissory Note dated September 28, 2022
14 Code of Ethics *
21 Subsidiaries of Registrant
23 Consent of KPMG LLP
31.1 Certification
31.2 Certification
32.1 Certification (furnished, not filed)
32.2 Certification (furnished, not filed)
101 INS XBRL Instance Document*
101 SCH XBRL Schema Document*
101 CAL XBRL Calculation Linkbase Document*
101 DEF XBRL Definition Linkbase Document*
101 LAB XBRL Labels Linkbase Document*
101 PRE XBRL Presentation Linkbase Document*
The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
* The following exhibits are incorporated by reference from the following previous filings:
Form 10-Q filed on March 8, 2023: 4.5, 4.19
Form 10-K for 2022: 4.4, 4.18
Form 10-Q filed on March 10, 2022: 4.3, 4.12, 4.14, 4.16, 4.17
Form 8-K filed on May 13, 2020: 4.1, 4.10, 4.13
Form 8-K filed on September 8, 2020: 4.2, 4.11, 4.15
Form 10-K for 2017: 3.1, 10.2, 10.15, 10.16, 10.17, 14
DEF 14A Proxy Statement filed October 31, 2016: 10.10
Form 10-K for 2014: 10.7
Form 10-Q for April 2014: 10.11, 10.12, 10.13, 10.14
Form 10-Q for April 2013: 10.1
DEF 14A Proxy Statement filed November 1, 2010: 10.9
Form 10-K for 2004: 3.2
DEF 14A proxy statement filed October 25, 2004: 10.8
50
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VILLAGE SUPER MARKET, INC.
By: /s/ Robert P. Sumas /s/ John Van Orden
Robert P. Sumas John Van Orden
Chief Executive Officer Chief Financial Officer
Date: October 11, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on dates indicated:
/s/ Robert P. Sumas /s/ Steven Crystal
Robert P. Sumas, Director Steven Crystal, Director
October 11, 2023 October 11, 2023
/s/ William Sumas /s/ Stephen Rooney
William Sumas, Director Stephen Rooney, Director
October 11, 2023 October 11, 2023
/s/ John P. Sumas /s/ Perry J. Blatt
John P. Sumas, Director Perry J. Blatt, Director
October 11, 2023 October 11, 2023
/s/ John J. Sumas /s/ Prasad Pola
John J. Sumas, Director Prasad Pola, Director
October 11, 2023 October 11, 2023
/s/ Nicholas J. Sumas /s/ John L. Van Orden
Nicholas J. Sumas, Director John L. Van Orden, Chief Financial Officer
October 11, 2023 October 11, 2023
/s/ Kevin Begley /s/ Luigi Perri
Kevin Begley, Director Luigi Perri, Controller (Principal Accounting Officer)
October 11, 2023 October 11, 2023
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.