Form 8-K - Current report

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 13, 2024

VILLAGE SUPER MARKET, INC.

(Exact Name of Registrant as specified in its charter)


New Jersey	0-2633	22-1576170
(State or Other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

733 Mountain Avenue

Springfield, New Jersey 07081

(Address of principal executive offices)

Registrant’s telephone number, including area code

(973) 467-2200

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 (see General Instruction A.2. below):

[☐] Written communication 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:


Class A common stock, no par value	VLGEA	NASDAQ
(Title of Class)	(Trading Symbol)	(Name of exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 19, 2024 announced that Robert Sumas has notified the Board of Directors of his decision to step down as Chief Executive Officer and interim Chairman of the Board of Directors effective December 13, 2024. Mr. Sumas will remain employed by the Company as a Senior Advisor to the executive team to ensure a smooth transition of duties. Mr. Sumas also plans to continue to serve the Company as a member of its Board of Directors.

Robert Sumas was appointed Chief Executive Officer and Vice Chairman of the Board of Directors in 2017 and served as President from 2009 through 2018. He has served variously as Executive Vice President, Chief Operating Officer, Secretary and a Director of the Company since 1969.

The Company also announced that the Board plans to appoint John J. Sumas as the new Chief Executive Officer and Nicholas Sumas as President and Chairman of the Board of Directors effective December 13, 2024.

John J. Sumas has served as a Director since 2009, and has been a Co-President since 2018. Mr. Sumas has held a diversity of supervisory positions since his employment in 1987, including Chief Operating Officer, General Counsel and Vice President.

Nicholas Sumas has served as a Director since 2009, and has been a Co-President since 2018. Mr. Sumas has held a diversity of supervisory positions since his employment in 1994, including Chief Marketing Officer and Vice President. Mr. Sumas is also an executive officer of Wakefern and a member of the Wakefern Board of Directors.

Additionally, the Company has announced, by resolution of the Board of Directors, the Board will not fill the vacancy resulting from the passing of Board member William Sumas on July 11, 2024, reducing the number of members on the Board of Directors from ten to nine, effective immediately.

Item 9.01 Financial Statements and Exhibits


			Description

99.1			Press Release

Signature

Pursuant to the requirements of the Securities and Exchange Act of 1934. the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Village Super Market, Inc.

Dated: September 13, 2024			/s/ John L. Van Orden
			John L. Van Orden
			(Chief Financial Officer)

Exhibit 99.1

VILLAGE SUPER MARKET, INC.

EXECUTIVE OFFICES

733 Mountain Avenue

Springfield, New Jersey 07081

VILLAGE SUPER MARKET ANNOUNCES FORTHCOMING CHANGE IN

CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS


Contact:			John Van Orden, CFO
			(973) 467-2200
			VillageInvestorRelations@wakefern.com

Springfield, New Jersey – September 19, 2024 - Village Super Market, Inc. (NSD-VLGEA) today announced that Robert Sumas has notified the Board of Directors of his decision to step down as Chief Executive Officer and interim Chairman of the Board of Directors effective December 13, 2024. Mr. Sumas will remain employed by the Company as a Senior Advisor to the executive team to ensure a smooth transition of duties. Mr. Sumas also plans to continue to serve the Company as a member of its Board of Directors.

Village Super Market operates a chain of 34 supermarkets under the ShopRite and Fairway names in New Jersey, Maryland, New York and eastern Pennsylvania and three specialty markets under the Gourmet Garage name in New York City.

Cover	Sep. 19, 2024	Sep. 13, 2024	Dec. 19, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date		Sep. 13, 2024
Entity Registrant Name	VILLAGE SUPER MARKET, INC.
Entity Incorporation, State or Country Code	NJ
Entity File Number	0-2633
Entity Tax Identification Number	22-1576170
Entity Address, Address Line One	733 Mountain Avenue
Entity Address, City or Town	Springfield
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07081
City Area Code	973
Local Phone Number	467-2200
Written Communications			false
Soliciting Material			false
Pre-commencement Tender Offer			false
Pre-commencement Issuer Tender Offer			false
Entity Central Index Key	0000103595
Amendment Flag	false
Entity Emerging Growth Company	false