DEF 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
o |
|
Preliminary Proxy Statement
|
|
o |
|
Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
|
þ |
|
Definitive Proxy Statement |
|
o |
|
Definitive Additional Materials |
|
o |
|
Soliciting Material Pursuant to Section 240.14a-12 |
Village Super Market, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
|
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
|
(1) |
|
Title of each class of securities to which transaction applies:
|
|
|
(2) |
|
Aggregate number of securities to which transaction applies:
|
|
|
(3) |
|
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
|
|
|
(4) |
|
Proposed maximum aggregate value of transaction:
|
|
|
(5) |
|
Total fee paid:
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing. |
|
(1) |
|
Amount Previously Paid:
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.:
|
|
|
(3) |
|
Filing Party:
|
|
|
(4) |
|
Date Filed:
|
TABLE OF CONTENTS
VILLAGE SUPER MARKET,
INC.
733 Mountain Avenue
Springfield, New Jersey 07081
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 7, 2007
The Annual Meeting of the shareholders of Village Super Market,
Inc. will be held at the offices of the Company, 733 Mountain
Avenue, Springfield, New Jersey 07081 on Friday,
December 7, 2007 at 10:00 A.M. for the following
purposes:
|
|
|
|
(1)
|
To elect eight directors for the ensuing year;
|
|
|
(2)
|
To ratify the appointment of KPMG LLP as our independent
registered public accounting firm (independent
auditors) for the 2008 fiscal year; and
|
|
|
(3)
|
To transact any other business which may properly come before
the meeting or any adjournment thereof.
|
The Board of Directors has fixed the close of business on
October 5, 2007 as the record date for the determination of
the shareholders entitled to notice of and to vote at the
meeting and any adjournment thereof.
By order of the Board of Directors,
Robert
Sumas,
Secretary
November 2, 2007
VILLAGE
SUPER MARKET, INC.
733 Mountain Avenue
Springfield, New Jersey 07081
December 7, 2007
Annual Meeting of
Shareholders
This Proxy Statement and the accompanying form of proxy are
being mailed to shareholders of Village Super Market, Inc. (the
Company) in connection with the solicitation by and
on behalf of the Board of Directors of the Company (the
Board) of proxies to be voted at the Annual Meeting
of Shareholders (the Annual Meeting) to be held at
the offices of the Company, 733 Mountain Avenue, Springfield,
New Jersey on December 7, 2007 at 10:00 a.m. and at all
postponements or adjournments thereof.
At the close of business on October 5, 2007, the Company had
outstanding and entitled to vote 3,323,886 shares of Class
A common stock, no par value (Class A Stock), and
3,188,152 shares of Class B common stock, no par value
(Class B Stock). The holders of the outstanding
shares of Class A Stock are entitled to one vote per share and
the holders of Class B Stock are entitled to ten votes per
share. Shareholders of record at the close of business on
October 5, 2007 are entitled to vote at this meeting.
All shares of Common Stock represented by properly executed
proxies will be voted at the Annual Meeting, unless such proxies
previously have been revoked. Unless the proxies indicate
otherwise, the shares of Common Stock represented by such
proxies will be voted for the election of the Board of
Directors nominees for directors and to ratify the
selection of KPMG LLP as independent auditors. Management does
not know of any other matter to be brought before the Annual
Meeting.
Directors are elected by a plurality of the number of votes
cast. With respect to each other matter to be voted upon, a vote
of a majority of the number of votes cast is required for
approval. Abstentions and proxies submitted by brokers with a
not voted direction will not be counted as votes
cast with respect to each matter.
The Companys address is 733 Mountain Avenue, Springfield,
New Jersey and its telephone number is (973) 467-2200. This
notice, proxy statement and enclosed form of proxy are being
mailed to shareholders on or about November 2, 2007.
Any shareholder who executes and delivers a proxy may revoke it
at any time prior to its use by: (a) delivering written notice
of such revocation to the Secretary of the Company at its
office; (b) delivering to the Secretary of the Company a duly
executed proxy bearing a later date; or (c) appearing at the
Meeting and requesting the return of his or her proxy.
YOU ARE REQUESTED TO COMPLETE AND SIGN THE ACCOMPANYING PROXY
AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect
to the beneficial ownership of the Companys capital stock
by: (i) persons known by the Company to own beneficially more
than 5% of its Class A Stock or Class B Stock; (ii) each
director of the Company; and (iii) all directors and executive
officers of the Company collectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Stock(1)
|
|
Class B Stock(1)
|
|
|
|
|
Percentage
|
|
|
|
Percentage
|
|
|
Shares
|
|
of
|
|
Shares
|
|
of
|
Name
|
|
Owned
|
|
Class(3)
|
|
Owned
|
|
Class(4)
|
|
Perry Sumas(2)
|
|
|
168,936
|
(6)(11)(12)
|
|
|
5.1
|
|
|
|
1,021,792
|
(7)(12)(18)
|
|
|
32.0
|
|
James Sumas(2)
|
|
|
46,881
|
(5)(6)(14)
|
|
|
1.4
|
|
|
|
588,524
|
(7)(8)
|
|
|
18.5
|
|
Robert Sumas(2)
|
|
|
43,751
|
(5)(6)
|
|
|
1.3
|
|
|
|
289,291
|
(9)
|
|
|
9.1
|
|
William Sumas(2)
|
|
|
176,861
|
(5)(11)
|
|
|
5.3
|
|
|
|
328,022
|
(18)
|
|
|
10.3
|
|
John P. Sumas(2)
|
|
|
186,354
|
(10)(11)
|
|
|
5.6
|
|
|
|
302,614
|
(18)
|
|
|
9.5
|
|
Kevin Begley
|
|
|
27,000
|
|
|
|
.8
|
|
|
|
|
|
|
|
|
|
John J. McDermott
|
|
|
5,300
|
|
|
|
.2
|
|
|
|
|
|
|
|
|
|
Steven Crystal
|
|
|
59,000
|
(17)
|
|
|
1.8
|
|
|
|
1,600
|
|
|
|
.1
|
|
David C. Judge
|
|
|
15,360
|
|
|
|
.5
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (9 persons)
|
|
|
398,769
|
(13)
|
|
|
12.0
|
|
|
|
2,270,751
|
|
|
|
71.2
|
|
Sumas Family Group(2)
|
|
|
292,717
|
|
|
|
8.8
|
|
|
|
2,269,151
|
|
|
|
71.2
|
|
River Road Asset Management
|
|
|
377,666
|
(15)
|
|
|
11.4
|
|
|
|
|
|
|
|
|
|
Franklin Resources, Inc.
|
|
|
222,000
|
(16)
|
|
|
6.7
|
|
|
|
|
|
|
|
|
|
Norman Crystal
|
|
|
443,600
|
(19)
|
|
|
13.3
|
|
|
|
218,560
|
(19)
|
|
|
6.9
|
|
|
|
(1)
|
Except as noted, each person has sole investment power and sole
voting power with respect to the shares beneficially owned.
|
(2)
|
These five persons comprise the Sumas Family Group. The Sumas
Family Group beneficially owns 292,717 shares of
Class A Stock and 2,269,151 shares of Class B Stock,
or 65.3% of the combined voting power. By virtue of the
existence of this group, the Company is a controlled
company under the corporate governance rules of NASDAQ. The
address of each of these five persons is in care of the Company,
733 Mountain Avenue, Springfield, New Jersey 07081.
|
(3)
|
Based upon 3,323,886 shares of Class A Stock outstanding.
|
(4)
|
Based upon 3,188,152 shares of Class B Stock outstanding.
|
(5)
|
Includes 21,015 shares held by the Companys pension trust
of which William Sumas, James Sumas and Robert Sumas are
trustees.
|
(6)
|
Includes 3,988 shares held by a charitable trust of which Perry
Sumas, James Sumas and Robert Sumas are trustees.
|
(7)
|
Includes 126,344 shares as to which Perry Sumas and James Sumas
have agreed to share the power to vote pursuant to a Voting
Agreement dated March 4, 1987.
|
(8)
|
Includes 5,880 shares owned jointly by Mr. and Mrs. James Sumas;
19,910 shares owned by Mrs. James Sumas; 6,560 shares held by
Mr. and Mrs. James Sumas as custodians for their children.
|
(9)
|
Includes 99,286 shares owned by Mrs. Robert Sumas.
|
(10)
|
Includes 200 shares owned by Mrs. John Sumas.
|
(11)
|
Includes 140,334 shares held in the name of Perry Sumas, William
Sumas and John Sumas as Co-Trustees of a Trust for the benefit
of the grandchildren of Perry Sumas.
|
(12)
|
Includes 18,168 Class A shares and 6,736 Class B
shares owned by a child living with Perry Sumas.
|
(13)
|
Includes 10,000 shares represented by options exercisable by all
officers and directors under the Companys Stock Option
Plan.
|
(14)
|
Includes 4,444 shares owned by Mrs. James Sumas.
|
(15)
|
As reported in a Schedule 13G dated December 12, 2006,
River Road Asset Management, LLC may be deemed to be the
beneficial owner of 377,666 shares of the Company. River Roads
address is 462 S.
4th
St., Ste. 1600, Louisville, KY 40202.
|
(16)
|
As reported in a Schedule 13G dated December 31, 2006,
Franklin Resources, Inc. may be deemed to be the beneficial
owner of 222,000 shares of the Company. Franklins address
is One Franklin Parkway, San Mateo, California 94404.
|
(17)
|
Includes 10,000 shares represented by options exercisable by him
under the Companys Stock Option Plan.
|
(18)
|
Includes 67,374 shares held in the name of Perry Sumas, William
Sumas and John Sumas as Co-Trustees of a Trust for the benefit
of the grandchildren of Perry Sumas.
|
(19)
|
Norman Crystal, a former director of the Company, is the son of
Steven Crystal, Norman Crystals address is P.O. Box 71119,
Reno, NV 89570.
|
The aggregate number of shares of Class B Stock owned by
Perry Sumas and his sons, William Sumas and
John Sumas, exceeds the aggregate number of shares of
Class B Stock owned by James Sumas and
Robert Sumas (the Excess Shares).
Perry Sumas and James Sumas have entered into an
agreement whereby the Excess Shares will be voted pursuant to
the mutual agreement of James Sumas and Perry Sumas.
The voting agreement will be automatically cancelled if
Perry Sumas either: (i) converts the Excess Shares
into shares of Class A Stock; or (ii) exchanges 50% of
the Excess Shares for shares of Class A Stock owned by
James Sumas.
2
ELECTION
OF DIRECTORS
The following eight persons will be nominated by the Board of
Directors of the Company for election as directors at the Annual
Meeting. If elected, they will serve until their successors are
duly elected and qualified. Directors shall be elected by a
plurality of the votes cast. All of the nominees are now
directors of the Company.
Certain information is given below with respect to each nominee
for election as a director. The table below and the following
paragraphs list their respective ages, positions and offices
held with the Company, the period served as a director and
business experience during the past 5 years.
Perry Sumas is the father of William Sumas and John P.
Sumas. Perry Sumas is the uncle of James Sumas and
Robert Sumas, who are brothers. The other nominees are not
related.
NOMINEES
The following table sets forth information concerning the
nominees for director:
|
|
|
|
|
|
|
|
|
Position with
|
Name
|
|
Age
|
|
the Company
|
|
James Sumas
|
|
74
|
|
Chief Executive Officer, Chief
Operating Officer and Chairman of
the Board of Directors
|
Perry Sumas
|
|
92
|
|
President and Director
|
Robert Sumas
|
|
66
|
|
Executive Vice President, Secretary
and Director
|
William Sumas
|
|
60
|
|
Executive Vice President and Director
|
John P. Sumas
|
|
58
|
|
Executive Vice President and Director
|
John J. McDermott
|
|
82
|
|
Director
|
Steven Crystal
|
|
51
|
|
Director
|
David C. Judge
|
|
46
|
|
Director
|
James Sumas was elected Chairman of the Board in 1989. He was
named Chief Executive Officer in 2002. He also serves as the
Companys Chief Operating Officer. He has served as
variously Vice President, Treasurer and a Director of the
Company since its incorporation in 1955. James Sumas is Vice
Chairman of Wakefern Food Corporation and is a member of its
Board of Directors. Mr. Sumas also is the Chairman of
Wakeferns Grocery Committee and its Advertising
Committee. In addition, he is Vice Chairman of Wakeferns
Sales and Merchandising Committee and of ShopRite Supermarkets,
Inc., Wakeferns supermarket operating subsidiary. Mr.
Sumas also is a member of Wakeferns Finance, Trade Name
and Trademark, Strategic Planning and Customer Satisfaction
Committees.
Perry Sumas, together with Nicholas Sumas, founded the Company
in 1937. He has served as a Director of the Company since its
incorporation in 1954 and has served as President since 1973.
Robert Sumas has served as Vice President, Secretary and a
Director of the Company since 1969. Since 1989, he has served
as an Executive Vice President. He has responsibility for
finance and administration matters, construction of new stores
and remodels and retail automation. Robert Sumas is Chairman of
Wakeferns Health and Beauty Aids Committee and is a member
of Wakeferns Communications, Sales and Merchandising,
Property Management and Nonfoods Committees.
William Sumas has served as Vice President and a Director of the
Company since 1980. Since 1989, he has served as an Executive
Vice President. He has responsibility for real estate
development. William Sumas is a member of Wakeferns Loss
Prevention Policy, Environmental and Sanitation, Safety and
Appearance Committees. He also serves as Chairman of the New
Jersey Food Council.
John P. Sumas has served as Vice President and a Director of the
Company since 1982. Since 1989, he has served as an Executive
Vice President. He has responsibility for the Companys
frozen food, dairy, appetizing and fresh bakery operations. John
P. Sumas is a member of Wakeferns Frozen Food, Dairy/Deli
and Fresh Bakery Committees.
3
John J. McDermott has served as a Director of the Company since
1982. Mr. McDermott is the President of John J. McDermott
Enterprises, a bank consulting firm. Prior to his retirement in
1989, Mr. McDermott served as President of the commercial
lending subsidiaries of three bank holding companies. Mr.
McDermott previously served as General Counsel to the Company
from 1982 to 1983.
Steven Crystal has served on the Board since 2001.
Mr. Crystal owns and manages five auto parts stores in the
Northern Nevada area and is the Regional Distributor for AC
Delco. Mr. Crystal also owns three multi-line motorcycle
dealerships in Reno, NV, Salt Lake City, UT and Boise, ID. In
addition, Mr. Crystal also owns a 65,000 sq. ft. Ace
Hardware and Furniture store in Northern Nevada. Since 1980,
Mr. Crystal has been a member of The New York Commodity
Exchange and The New York Mercantile Exchange and actively
trades commodities off the floor. Since 2005, Mr. Crystal,
as commodity trading advisor and a commodity pool operator,
managed a hedge fund Crystal Investment Partners,
L.P. registered with the National Futures
Association. In addition, Mr. Crystal owns and manages
multiple commercial real estate properties. Mr. Crystal is
the son of Norman Crystal, a major shareholder of Village Super
Market, Inc.
David C. Judge has served as a Director of the Company since
June 2003. Mr. Judge is an Executive Vice President for The
Bank of New York Mellon. He is Head of Securities Industry
Banking, with responsibility for all investment bank, commercial
bank and broker/dealer client relationships. Mr. Judge has
previously held a diversity of assignments in corporate banking
during his
21-year
career at The Bank of New York Mellon, including managing the
Retailing Industry Division and the Corporate Credit Analysis
& Monitoring Group. He also serves as a Director for
Contemporary Guidance Services, where he is Chairman of the
Audit Committee.
The Certificate of Incorporation includes a provision that no
director shall be personally liable for monetary damages to the
Company or its shareholders for a breach of any fiduciary duty
except for: (i) breach of a directors duty of
loyalty; (ii) acts and omissions not in good faith or which
involve intentional misconduct or a knowing violation of law;
and (iii) any transaction from which a director derived an
improper personal benefit.
EXECUTIVE
OFFICERS
In addition to the information above regarding directors who are
executive officers, the following is provided for executive
officers who are not directors.
Kevin Begley, age 49, has served as Chief Financial Officer
since 1987. In addition, he has served as Treasurer since 2002.
Mr. Begley is a Certified Public Accountant.
INFORMATION
REGARDING THE BOARD AND ITS COMMITTEES
The Company is a controlled company under the
corporate governance rules of NASDAQ. Therefore the Company is
not required to and does not have (1) a majority of
independent directors; (2) a nominating committee comprised
solely of independent directors to identify and recommend
nominees to the Board of Directors; and (3) a compensation
committee comprised solely of independent directors. The Company
qualifies as a controlled company due to the ownership by the
Sumas Family Group of shares allowing it to cast more than 50%
of the votes eligible to be cast for the election of directors.
The Board of Directors has determined that each nonmanagement
director is independent as defined by the listing standards of
NASDAQ.
The Board held four meetings in fiscal 2007. All directors
attended at least 75% of the meetings of the Board, and meetings
of Board committees on which the director served, during the
time such director served on the Board or committee.
The Executive Committee, which consists of Perry Sumas, James
Sumas, Robert Sumas, William Sumas and John P. Sumas, meets on
call and is authorized to act on all matters pertaining to
corporate policies and overall Company performance.
4
The
Compensation Committee
The Compensation Committee, which consists of James Sumas, John
P. Sumas and John J. McDermott, has the primary responsibility
for establishing the compensation paid to executive officers of
the Company. This includes base salary, bonus awards, employment
agreements and supplemental retirement plans. The full Board of
Directors reviews and approves restricted share awards and stock
option grants. During fiscal 2007, the Compensation Committee
met three times. The Compensation Committee does not utilize a
charter.
The Audit
Committee
The Audit Committee is comprised of three directors, John J.
McDermott, Steven Crystal and David C. Judge, each of whom is
independent as defined by the listing standards of NASDAQ. The
Audit Committee: (1) monitors the integrity of the
Companys financial reporting process and systems of
internal controls regarding financial, accounting, regulatory
and legal compliance; (2) retains and monitors the independence
and performance of the Companys independent auditors;
(3) provides an avenue of communication among the
independent auditors, management and the Board of Directors; and
(4) approves in advance the fees paid to the independent
auditing firm for all services provided. The Audit Committee
operates under a charter adopted by the Board of Directors,
which is attached to this proxy statement as Appendix A.
During fiscal 2007, the Audit Committee met eight times.
The Securities and Exchange Commission has adopted rules
implementing Section 407 of the Sarbanes Oxley Act of 2002
requiring public companies to disclose information about Audit
Committee financial experts. The Board of Directors of the
Company has concluded that none of the three independent audit
committee members meet the SEC definition of Audit Committee
financial expert as none have served as a principal accounting
officer or public accountant, or have been responsible for
actively supervising a principal accounting officer. SEC rules
do not require Audit Committees to have a financial expert.
However, the Board of Directors has determined that all three
independent members of the Audit Committee meet the NASDAQ
requirements for audit committee members. NASDAQ requires Audit
Committee members be able to read and understand financial
statements. In addition, NASDAQ rules require one member of the
Audit Committee to have employment experience in finance or
accounting, or other comparable experience which results in
financial sophistication, including as a senior officer with
financial oversight responsibilities.
The current members of the Audit Committee include two
individuals who have diverse and extensive experience in the
finance industry, including responsibilities for analysis of
financial statements in connection with corporate lending to the
supermarket industry. A third member of the Audit Committee is
CEO of several operating companies, including three retail
companies. The Board of Directors believes all three members of
the Audit Committee have the ability to read and understand
financial statements and an understanding of the retail industry
appropriate to perform their Audit Committee duties. The Company
may consider the addition of an Audit Committee member in the
future meeting the financial expert definition
adopted by the SEC.
REPORT OF
THE AUDIT COMMITTEE
The Audit Committee is comprised of three independent directors,
as defined by the listing standards of NASDAQ, and operates
under a charter adopted by the Board of Directors. The members
of the Committee are John J. McDermott (Chair), Steven
Crystal and David C. Judge. The Committee appoints the
Companys independent auditors.
Management is responsible for the Companys internal
controls and the financial reporting process. The independent
auditors are responsible for performing an independent audit of
the Companys consolidated financial statements in
accordance with the standards of the Public Company Accounting
Oversight Board (United States) and to issue a report thereon.
In addition, the independent auditors are responsible for
expressing an opinion on the effectiveness of the Companys
internal control over financial reporting. The Audit
Committees responsibility is to monitor and oversee these
processes.
In the performance of its oversight function, the Audit
Committee has reviewed and discussed with management and the
independent auditors the audited financial statements for the
year ended July 28, 2007, managements assessment of
the effectiveness of the Companys internal control over
financial reporting as of July 28, 2007, and the
independent auditors evaluation of the Companys
internal control over financial reporting
5
as of that date. The Audit Committee discussed with the
independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit
Committees).
The Companys independent auditors also provided to the
Audit Committee the written disclosures required by Independence
Standards Board Standard No. 1 (Independence Discussions
with Audit Committees), and the Audit Committee discussed with
the independent auditors that firms independence.
Based upon the Audit Committees discussions with
management and the independent auditors and the Audit
Committees review of the representations of management and
the report of the independent auditors, the Audit Committee
recommended that the Board of Directors include the audited
consolidated financial statements in the Companys Annual
Report on
Form 10-K
for the year ended July 28, 2007 filed with the Securities
and Exchange Commission.
The following table presents fees for professional services
rendered by KPMG LLP for the audit of the Companys annual
consolidated financial statements for fiscal 2007 and 2006, and
fees billed for other services rendered by KPMG LLP:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
Audit fees(1)
|
|
$
|
656,000
|
|
|
$
|
190,000
|
|
Audit-related fees(2)
|
|
|
48,000
|
|
|
|
33,000
|
|
Tax fees(3)
|
|
|
45,000
|
|
|
|
43,000
|
|
All other fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees
|
|
$
|
749,000
|
|
|
$
|
266,000
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Audit fees consist of audits of the annual consolidated
financial statements, quarterly reviews and services provided in
connection with statutory and regulatory filing engagements,
including issuance of consents.
|
|
(2)
|
Audit related fees consist of audits of financial statements of
employee benefit plans.
|
|
(3)
|
Tax fees consist of fees for tax compliance and consultation
services.
|
The Audit Committee has considered whether the providing of
non-audit services is compatible with maintaining the
auditors independence. The Audit Committee pre-approves
all services provided by the principal auditors.
Audit Committee
John J. McDermott
Steven Crystal
David C. Judge
NOMINATION
OF CANDIDATES TO THE BOARD OF DIRECTORS
The full Board of Directors acts on all matters concerning the
identification, evaluation and nomination of director
candidates. The Board does not utilize a charter in performing
this function. As a matter of policy, the Board will consider
nominations of director candidates submitted by any shareholder
upon the submission of the names and biographical data of the
candidates (including any relationship to the proposing
shareholder) in writing to the Board of Directors at 733
Mountain Avenue, Springfield, New Jersey, 07081. Information
regarding director candidates for election to the Board in 2008
must be submitted by July 1, 2008.
The Boards process for evaluating candidates recommended
by any shareholder is the same as for candidates recommended by
the Board, management or others. In searching for appropriate
candidates, the Board adheres to criteria established for the
consideration and selection of candidates. The Board views the
candidates qualifications in light of the needs of the
Board and the Company at that time given the then current mix of
director attributes. Among other criteria, the Board may
consider the following skills, attributes and competencies of a
new member: (i) possessing the highest ethical standards
and integrity; (ii) a willingness to act on and be
accountable for Board decisions; (iii) an ability to
provide prudent, informed and thoughtful counsel to top
management on a broad range of issues; (iv) relevant industry or
business knowledge; (v) senior management experience and
demonstrated leadership; (vi) financial literacy;
(vii) individual backgrounds that provide a portfolio of
experience and knowledge
6
commensurate with the Companys needs. Each director will
be considered without regard to gender, race, religion, national
origin or sexual orientation.
COMMUNICATION
WITH THE BOARD OF DIRECTORS
Shareholders and other interested parties may communicate with
the Board of Directors by sending written communication to the
directors c/o the Companys Secretary, 733 Mountain Avenue,
Springfield, New Jersey 07081. All such communications will be
reviewed by the Secretary to determine which communications will
be forwarded to the directors. All communications will be
forwarded except those that are related to Company products, are
solicitations, or otherwise relate to improper or irrelevant
topics, as determined in the sole discretion of the Secretary.
The Secretary shall report to the Board of Directors on the
number and nature of communications that were determined not to
be forwarded.
The Company has a policy of requiring all directors standing for
election at the annual meeting of shareholders to attend such
meeting, unless unforeseen circumstances arise. All eight
directors attended the 2006 annual meeting of shareholders held
on December 8, 2006.
CODE OF
ETHICS
The Company has a written Code of Ethics that applies to, among
others, the Chief Executive Officer, Chief Financial Officer and
Principal Accounting Officer. During fiscal 2007, there were no
changes to, or waivers of, the Code of Ethics. The Company will
furnish a copy of the Code of Ethics, without charge, to each
person who forwards a written request to Mr. Robert Sumas,
Secretary, Village Super Market, Inc., 733 Mountain Avenue,
Springfield, New Jersey 07081. The Code of Ethics is also
available at sec.gov as an Exhibit to the 2007
Form 10-K.
EXECUTIVE
COMPENSATION
COMPENSATION
DISCUSSION AND ANALYSIS
The Compensation Committee of the Board has the primary
responsibility for establishing the compensation paid to the
executive officers of the Company, including the named executive
officers who are identified in the Summary Compensation Table
below. This includes base salary, bonus awards, employment
agreements and supplemental retirement plans. The full Board of
Directors reviews and approves restricted share awards and stock
option grants. The Compensation Committee consists of James
Sumas, Chairman of the Board of Directors, Chief Executive
Officer and Chief Operating Officer; John P. Sumas, Executive
Vice President; and John J. McDermott, an independent director.
The primary objective of the Companys executive
compensation program is to attract, motivate and retain
executive officers of outstanding ability and to align the
interests of these executive officers with the interests of
shareholders. Most of the named executive officers own a
substantial amount of the Companys common stock and thus
have a direct and substantial interest in the long-term growth
of shareholders wealth. In light of this ownership, there
is less need to directly relate compensation for the named
executive officers to long-term Company performance.
Neither management nor the Compensation Committee currently
engages any consultant related to executive or director
compensation matters. In setting compensation levels the
committee considers the overall level of responsibility and
performance of the individual executive, compensation levels of
executive officers obtained through commercially available
survey data, compensation of executive officers obtained through
reviews of annual proxy statements, compensation paid to
corporate executives of Wakefern and other ShopRite members, the
financial performance of the Company and other achievements
during the most recently completed fiscal year, overall economic
conditions, and competitive operating conditions. The
Compensation Committee subjectively utilizes the above factors
in setting compensation for the named executive officers.
The Companys executive compensation for the named
executive officers includes the following components: base
salary, annual bonus plan, restricted stock awards, retirement
benefits and other benefits.
7
Salary
Named executive officers are paid a base salary with annual
increases at the discretion of the Compensation Committee. In
addition to the competitive data outlined above and Company
performance, individual factors are also considered in setting
base salaries, including the executives experience,
achievements, leadership and value to the Company. Based on
subjective and qualitative considerations, including the
Companys improved performance in fiscal 2007, the
Compensation Committee granted raises to each of the named
executive officers of approximately 8% in fiscal 2007.
Annual
Bonus
The Companys executive compensation program includes an
annual non-equity incentive cash bonus designed to reward
executive officers for overall Company success and individual
performance. The actual bonus amounts earned by the named
executive officers are reflected in the Summary Compensation
Table in the fiscal year earned, even though these bonus amounts
are paid in the subsequent year. These amounts are awarded
subjectively by the Compensation Committee based on the criteria
outlined above. The bonuses awarded in fiscal 2007 by the
Committee were based on the Companys improved levels of
net income, EBITDA and sales. Although the annual bonus award is
not targeted as a specific percentage of the named executive
officers base salary, the bonus awards in fiscal 2007
range from 25% to 37% of base salary. In addition, an employment
agreement with Mr. Begley dated January 4, 2004
requires the Company to pay a retention bonus of a minimum of
$75,000 per year, payable one year after such bonus is earned,
conditioned on Mr. Begleys continued employment with
the Company.
Equity
Awards based on the Companys common stock have been
granted periodically to the named executive officers and
approximately sixty other employees. The Compensation Committee
believes these equity awards align the interest of employees
with the interest of shareholders. The Company has utilized both
restricted share grants and option grants. The last grant of
stock options to named executive officers occurred in 1997. The
only grant of restricted shares to named executive officers was
in April 2005. No equity based awards were granted to any of the
named executive officers in fiscal 2007. The Compensation
Committee considers several factors in determining the amounts
of stock based awards granted to the named executive officers,
including the officers level in the organization,
individual performance and comparison to compensation levels at
similar companies.
The Company has historically set the exercise price for stock
options as the closing price of the Companys Class A
common stock on the date of grant. Options have generally been
granted at the Board of Directors meeting held in
December, which is shortly after the release of first quarter
earnings.
The Company does not have specific equity ownership guidelines,
although as noted above, most of the named executive officers
own a substantial amount of the Companys common stock.
Retirement
Benefits
The Company maintains a defined benefit and a defined
contribution plan for its non-union employees. The named
executive officers participate in both of these plans, as well
as a supplemental executive retirement plan. Additional details
regarding retirement benefits available to the named executive
officers can be found in the 2007 Pension Benefits Table and the
accompanying narrative description that follows this discussion
and analysis.
Village also maintains a deferred compensation plan in which the
named executive officers, as well as other supervisory
employees, are eligible to participate. One named executive
officer participates in this plan. This plan is a non-qualified
plan under which participants may elect to defer the receipt of
a portion of their salary or bonus otherwise payable to them.
Compensation deferred bears interest at the actual rate of
return earned on the contributed assets, which are invested in
mutual funds and thus is not a preferential rate of interest.
Deferred amounts are paid out only in cash, in accordance with
deferral options selected by the participant at the time the
deferral election is made.
8
Other
Benefits
The Companys group health, dental, vision and life
insurance plans are available to eligible full-time and
part-time employees. These plans do not discriminate in favor of
the named executive officers. Non-employee directors of the
Companys Board of Directors do not participate in these
plans. The Company provides the named executive officers, as
well as all supervisory personnel, a Company vehicle. The
Company provides the named executive officers with long-term
disability insurance. The Company pays golf club membership dues
for one named executive officer, John P. Sumas. There are no
other benefits provided to the named executive officers.
The Company believes the perquisites described above are
necessary and appropriate in providing competitive compensation
to our executive officers.
Employment
Agreements
The Company entered into an employment agreement with
Mr. Begley dated January 1, 2004. The original
agreement expired December 31, 2006, but has been extended
for one year. Under the agreement, the Company agreed to pay
Mr. Begley a base salary and bonus at least equal to that
existing on the date of the contract, with increases at least
commensurate with the increases granted to the other executive
officers of the Company. The Board of Directors may decrease
Mr. Begleys compensation in proportion to decreases
commensurate with the other executive officers of the Company.
In addition, the Company agreed to pay Mr. Begley a
retention bonus of a minimum of $75,000 per year payable one
year after such bonus is earned, conditioned on
Mr. Begleys continued employment with the Company.
This agreement contains a covenant not to compete with the
Company. The agreement includes payments in the event of the
termination of Mr. Begley within five years following a
change in control. The change in control and termination payment
due is calculated as five years of base salary and bonus using
the previous five years average less amounts paid subsequent to
the change in control. If the change in control and termination
had occurred on July 28, 2007, the amount due would be
$2,750,000. There are no other severance payments or change in
control agreements with named executive officers.
The Companys equity plans described above provide for
accelerated vesting of options and restricted share grants in
the event of a change in control of the Company. This potential
acceleration applies to all employees receiving grants and does
not discriminate in favor of the named executive officers.
Deductibility
of Compensation
Section 162(m) of the Internal Revenue Code limits the
deductibility of compensation paid to named executive officers
to $1,000,000 annually. Compensation that is qualified
performance-based compensation generally is not subject to
this $1,000,000 deduction limit. The Companys awards of
restricted stock that vests solely on the passage of time are
not performance based and, as a result, compensation expense for
those awards would not be deductible to the extent they exceeded
$1,000,000 for any officer. All compensation paid in fiscal 2007
is deductible as no named executive officer compensation under
these rules exceeded $1,000,000.
Financial
Statement Restatement
The Company does not have a policy relative to making
retroactive adjustments to any incentive compensation paid to
the named executive officers where payment was based on the
achievement of results that were subsequently the subject of
restatement. The Company has never restated its financial
statements.
9
COMPENSATION
COMMITTEE REPORT
The Compensation Committee has reviewed the Compensation
Discussion and Analysis and discussed that analysis with
management. Based on its review and discussions with management,
the Compensation Committee has recommended to the Companys
Board of Directors that the Compensation Discussion and Analysis
be included in the Companys proxy statement and
incorporated by reference into its annual report on
Form 10-K.
The report is provided by the following directors, who comprise
the committee.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
James Sumas, Chairperson
John P. Sumas
John J. McDermott
10
SUMMARY
COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
non-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
equity
|
|
|
qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive
|
|
|
deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
plan
|
|
|
compensation
|
|
|
All other
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
awards
|
|
|
awards
|
|
|
compensation
|
|
|
earnings
|
|
|
compensation
|
|
|
Total
|
|
Name and principal position
|
|
Year
|
|
|
($)
|
|
|
($)
|
|
|
($)(1)
|
|
|
($)
|
|
|
($)
|
|
|
($)(2)
|
|
|
($)(3)
|
|
|
($)
|
|
|
James Sumas
Chairman, CEO and COO
|
|
|
2007
|
|
|
|
678,674
|
|
|
|
174,000
|
|
|
|
91,000
|
|
|
|
|
|
|
|
|
|
|
|
393,012
|
|
|
|
5,220
|
|
|
|
1,341,906
|
|
Kevin Begley
CFO
|
|
|
2007
|
|
|
|
393,679
|
|
|
|
219,000
|
|
|
|
91,000
|
|
|
|
|
|
|
|
|
|
|
|
146,324
|
|
|
|
5,595
|
|
|
|
855,598
|
|
Robert Sumas
Executive Vice President
|
|
|
2007
|
|
|
|
546,606
|
|
|
|
147,000
|
|
|
|
91,000
|
|
|
|
|
|
|
|
|
|
|
|
285,073
|
|
|
|
6,602
|
|
|
|
1,076,281
|
|
William Sumas
Executive Vice President
|
|
|
2007
|
|
|
|
470,855
|
|
|
|
144,000
|
|
|
|
91,000
|
|
|
|
|
|
|
|
|
|
|
|
248,818
|
|
|
|
6,827
|
|
|
|
961,500
|
|
John P. Sumas
Executive Vice President
|
|
|
2007
|
|
|
|
468,105
|
|
|
|
144,000
|
|
|
|
91,000
|
|
|
|
|
|
|
|
|
|
|
|
221,675
|
|
|
|
12,730
|
|
|
|
937,510
|
|
|
|
|
(1) |
|
These amounts represent the dollar amount recognized for
financial statement reporting purposes with respect to the
fiscal year in accordance with FASB 123(R). The compensation is
calculated for each of the named executive officers as 13,000
restricted shares granted on April 8, 2005 times the $21.00
grant price, which was the market price on the date of grant
expensed equally over the three year vesting period. |
|
(2) |
|
This amount shows the change in pension value in fiscal 2007.
Amounts from the Nonqualified Deferred Compensation Table were
omitted since the aggregate earnings amount included no
above-market or preferential earnings. |
|
(3) |
|
In accordance with SEC rules, this table omits information
regarding group life and health plans that do not discriminate
in favor of executive officers of the Company and that are
generally available to all salaried employees. The amounts shown
in this column include employer costs related to personal use of
Company automobiles, which is added to the named executive
officers taxable earnings in accordance with IRS rules,
long-term disability insurance premiums, and the Companys
matching contribution to our 401(k) Plan. In addition, the
amount for John P. Sumas includes $7,800 for annual golf club
membership dues. |
11
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END
The following table sets forth information for each named
executive officer with respect to each award of restricted stock
that was made at any time, had not vested and remained
outstanding at July 28, 2007. There were no option awards
outstanding for any named executive officer at July 28,
2007; thus that portion of the table is omitted.
|
|
|
|
|
|
|
|
|
|
|
Number of shares
|
|
|
Market value of shares
|
|
|
|
or units of stock
|
|
|
or units of stock
|
|
|
|
that have not vested
|
|
|
that have not vested
|
|
Name
|
|
(#)(1)
|
|
|
($)(1)
|
|
James Sumas
|
|
|
13,000
|
|
|
|
577,330
|
|
Kevin Begley
|
|
|
13,000
|
|
|
|
577,330
|
|
Robert Sumas
|
|
|
13,000
|
|
|
|
577,330
|
|
William Sumas
|
|
|
13,000
|
|
|
|
577,330
|
|
John P. Sumas
|
|
|
13,000
|
|
|
|
577,330
|
|
|
|
|
(1) |
|
Restricted shares vest on April 8, 2008. The market value
of the Companys restricted stock was $44.41 per share, the
closing market price of the Companys Class A common
stock on July 28, 2007. |
No stock options were exercised by any named executive
officers in fiscal 2007. No restricted stock awards held by
named executive officers vested during fiscal 2007.
12
PENSION
BENEFITS
The following table provides information on pension benefits as
of July 28, 2007 for the named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
Payments
|
|
|
|
|
|
|
Years Credited
|
|
|
Accumulated
|
|
|
During Last
|
|
|
|
|
|
|
Service
|
|
|
Benefit
|
|
|
Fiscal Year
|
|
Name
|
|
Plan Name
|
|
|
(#)
|
|
|
($)(1)
|
|
|
($)
|
|
|
James Sumas
|
|
|
VSMERP
|
|
|
|
40
|
|
|
|
636,719
|
|
|
|
20,086
|
|
|
|
|
SERP
|
|
|
|
40
|
|
|
|
1,433,621
|
|
|
|
|
|
Kevin Begley
|
|
|
VSMERP
|
|
|
|
19
|
|
|
|
196,243
|
|
|
|
|
|
|
|
|
SERP
|
|
|
|
19
|
|
|
|
313,212
|
|
|
|
|
|
Robert Sumas
|
|
|
VSMERP
|
|
|
|
40
|
|
|
|
713,635
|
|
|
|
|
|
|
|
|
SERP
|
|
|
|
40
|
|
|
|
1,211,524
|
|
|
|
|
|
William Sumas
|
|
|
VSMERP
|
|
|
|
38
|
|
|
|
535,766
|
|
|
|
|
|
|
|
|
SERP
|
|
|
|
38
|
|
|
|
938,566
|
|
|
|
|
|
John P. Sumas
|
|
|
VSMERP
|
|
|
|
34
|
|
|
|
458,378
|
|
|
|
|
|
|
|
|
SERP
|
|
|
|
34
|
|
|
|
827,059
|
|
|
|
|
|
|
|
|
(1) |
|
The present value of the accumulated benefit for each named
executive officer reflects pension benefits payable at the
earliest age the named executive officer may retire without
significant benefit reductions, or current age, if later. The
same assumptions used in Note 8 to the Village Super
Market, Inc. audited financial statements in the 2007 Annual
Report and the Managements Discussion and Analysis
included therein are used in calculating the present value of
accumulated pension benefits. |
The Company maintains a defined benefit pension plan (the
Village Super Market Employees Retirement Plan, or
VSMERP) for employees not covered by a collective
bargaining agreement who have been employed with the Company for
more than six months and who are over the age of twenty-one. For
purposes of determining plan benefits, compensation is the
regular base pay of the participant plus bonuses. Effective
January 1, 1989, the plan benefit formula was amended.
Retirement benefits are equal to the pension accrued to
December 31, 1998 plus 1% of average compensation times
each year of post-1988 service plus .75% of average compensation
in excess of Table II of the 1989 Covered Compensation
Table times each year of post-1988 service. Average compensation
for post-1988 service is based on the five highest consecutive
years compensation. Normal retirement date is age 65.
Employees are eligible for early retirement upon the attainment
of age 55 and the completion of at least 15 years of
vested service. Benefits are reduced by
1/15
for each of the first five years the early retirement date
precedes normal retirement date and
1/30
for each of the succeeding five years. The Company has never
granted any extra years of credited service.
In addition to the defined benefit pension plan described above,
the Company adopted the Supplemental Executive Retirement Plan
of Village Super Market, Inc. (the SERP) effective
January 1, 2004 for the named executive officers to
compensate for limitations on benefits available through the
VSMERP. Participants vest in the SERP benefit at a rate of 20%
per year of service beginning in calendar 2004. The retirement
benefit at normal retirement date for the SERP is calculated as
50% of the individuals average compensation during his or
her highest sixty consecutive months in the last ten years
before retirement, reduced by both the benefit the participant
is entitled to receive under the VSMERP and the amount of the
participants social security benefits. Normal retirement
is defined as the later of age 65 or five years of
participation in the SERP. Early retirement is permitted upon
the attainment of age 55 and the completion of at least
five years of vesting service. Early retirement benefits are
subject to a reduction of
1/15
for each of the first five years the early retirement date
precedes the normal retirement date and
1/30
for each of the succeeding five years. Covered compensation
under the SERP includes all salary and bonuses, whether paid in
cash or deferred.
13
NONQUALIFIED
DEFERRED COMPENSATION
The following table provides information on nonqualified
deferred compensation for the named executive officers for
fiscal 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
Contributions
|
|
|
Contributions
|
|
|
Earnings in
|
|
|
Withdrawals/
|
|
|
Balance at
|
|
|
|
in Last FY
|
|
|
in Last FY
|
|
|
Last FY
|
|
|
Distributions
|
|
|
Last FYE
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
James Sumas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin Begley
|
|
|
|
|
|
|
|
|
|
|
34,635
|
|
|
|
|
|
|
|
331,114
|
|
Robert Sumas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William Sumas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John P. Sumas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The named executive officers are eligible to participate in a
nonqualified deferred compensation plan under which certain
employees may elect to defer the receipt of a portion of their
salary or bonus otherwise payable to them, and thereby defer
taxation of the deferred amount until actual payment in future
years. Participants may elect to defer payment for a specified
number of years or until retirement or termination of
employment. Earnings on deferred amounts are allocated to
individuals based on the actual performance of the invested
funds, which is not a preferential rate.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of James Sumas, who is an
executive officer of the Company serving as the Chairman of the
Board of Directors, Chief Executive Officer and Chief Operating
Officer; John P. Sumas, who is an executive officer of the
Company serving as Executive Vice President; and John J.
McDermott, who is a former executive officer of the Company,
having resigned as General Counsel in 1983. As noted elsewhere
in the Proxy Statement under Transactions with Related
Parties, James Sumas and John P. Sumas, through Sumas
Realty Associates, have certain business relationships with the
Company. There are no other compensation committee interlocks
between the Company and other entities involving the
Companys executive officers and the Companys Board
members who serve as executive officers of such other entities.
14
DIRECTOR
COMPENSATION
The following table describes the fiscal year 2007 compensation
for non-employee directors. Employee directors receive no
compensation for their Board service.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-equity
|
|
|
value and
|
|
|
|
|
|
|
|
|
|
Fees earned
|
|
|
|
|
|
|
|
|
incentive
|
|
|
nonqualified
|
|
|
All other
|
|
|
|
|
|
|
or paid
|
|
|
Stock
|
|
|
Option
|
|
|
plan com-
|
|
|
deferred
|
|
|
compensa-
|
|
|
|
|
|
|
in cash
|
|
|
awards
|
|
|
awards
|
|
|
pensation
|
|
|
compensation
|
|
|
tion
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)(1)(3)
|
|
|
($)(2)(4)
|
|
|
($)
|
|
|
earnings
|
|
|
($)
|
|
|
($)
|
|
John J. McDermott
|
|
|
21,000
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,000
|
|
Steven Crystal
|
|
|
21,000
|
|
|
|
35,000
|
|
|
|
42,868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98,868
|
|
David C. Judge
|
|
|
12,000
|
|
|
|
44,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,584
|
|
|
|
|
(1) |
|
This amount represents the dollar amount recognized for
financial statement reporting purposes with respect to the
fiscal year in accordance with FASB 123(R). The grant date
fair value of the award of 5,000 shares of restricted stock
to each independent director on April 8, 2005 was $105,000.
This award vests three years from the date of grant. The grant
date fair value of an award of 360 restricted shares (one year
vest) to Mr. Judge on December 8, 2006 in lieu of an
annual retainer was $14,375. |
|
(2) |
|
This amount represents the dollar amount recognized for
financial statement reporting purposes with respect to the
fiscal year in accordance with FASB 123(R). See discussion
of the assumptions made in the valuation in Note 7 to the
financial statement in the Companys
Form 10-K
filed with the SEC. The grant date fair value of an award of
10,000 stock options to Mr. Crystal on
December 9, 2005 was $128,600. These options vest three
years from the date of grant. |
|
(3) |
|
Aggregate stock awards outstanding at fiscal year end were
5,000 shares for Mr. McDermott and Mr. Crystal;
and 5,360 shares for Mr. Judge. |
|
(4) |
|
Aggregate stock options outstanding at fiscal year end were
10,000 shares for Mr. Crystal. |
Non-employee directors are currently paid an annual retainer of
$12,000 plus fees of $1,000 for each board meeting and $1,000
for each committee meeting attended. Directors who are employees
of the Company receive no compensation for services as
directors. Each director has the option to receive $14,400 of
restricted shares with a one year vesting period in lieu of the
$12,000 annual cash retainer. In addition, the Company has
periodically granted to each of its non-employee directors
options to purchase shares or restricted shares.
15
PERFORMANCE
GRAPH
Set forth below is a graph comparing the cumulative total return
on the Companys Class A Stock against the cumulative
total return of the S&P 500 Composite Stock Index and the
NASDAQ Retail Index for the Companys last five fiscal
years.
COMPARISON
OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG VILLAGE SUPER MARKET, INC., THE S&P 500 INDEX
AND THE NASDAQ RETAIL INDEX
16
|
|
|
|
|
|
|
|
|
|
EQUITY COMPENSATION PLAN INFORMATION
|
|
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
|
|
|
186,000
|
|
|
$22.10
|
|
|
302,000
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
|
|
|
The information in the above table is as of July 28, 2007.
All data relates to the 1997 Incentive and Non-Statutory Stock
Option Plan and the Village Super Market, Inc. 2004 Stock Plan
as described in the Notes to the 2007 Consolidated Financial
Statements.
TRANSACTIONS
WITH RELATED PERSONS
The Companys 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, 2011. The
annual rent under this lease is $626,000. Sumas Realty
Associates is a 30% limited partner in Hickory Square
Associates. Sumas Realty Associates is a general partnership
among Perry Sumas, James Sumas, Robert Sumas, William Sumas and
John P. Sumas.
All obligations of the Company to Wakefern Food Corporation are
personally guaranteed by members of the Sumas family.
It is the Companys policy that the independent directors
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 2007.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934
requires the Companys 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 2007.
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 26, 2008, is to be submitted at the meeting for
ratification or rejection. The consolidated financial
statements of the Company for the 2007, 2006 and 2005 fiscal
years were audited by KPMG LLP.
Representatives of KPMG LLP are expected to be present at the
2007 Annual Meeting of Shareholders 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 stockholders 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.
SHAREHOLDER
PROPOSALS FOR 2008 ANNUAL MEETING
Any proposal that a shareholder intends to present at the
Companys 2008 Annual Meeting of Shareholders, presently
scheduled to be held on December 5, 2008, and requests to
be included in the Companys Proxy Statement for the 2008
Annual Meeting, must be received by the Company no later than
August 1, 2008. Such requests should
17
be made in writing and sent to the Secretary of the Company,
Robert Sumas, Village Super Market, Inc., 733 Mountain Avenue,
Springfield, New Jersey 07081.
OTHER
MATTERS
The Company will furnish a copy of its Annual Report on Form
10-K for the year ended July 28, 2007, without exhibits, without
charge to each person who forwards a written request, including
a representation that he was a record or beneficial holder of
the Companys Common Stock on October 5, 2007.
Requests are to be addressed to Mr. Robert Sumas, Secretary,
Village Super Market, Inc., 733 Mountain Avenue, Springfield,
New Jersey 07081.
All expenses incurred in connection with the preparation and
circulation of this Proxy Statement in an amount that would
normally be expended in connection with an Annual Meeting in the
absence of a contest will be paid by the Company. No
solicitation expenses will be incurred. Management does not
know of any other business that will be presented at the Annual
Meeting.
By order of the Board of Directors,
Robert Sumas,
Secretary
18
APPENDIX
A
Village
Super Market,
Inc.
Charter of the Audit Committee of the Board of
Directors
Audit
Committee Purpose
The Audit Committee (the Committee) is appointed by,
and reports to, the Board of Directors ( the Board )
to assist the Board in fulfilling its oversight
responsibilities. The Committees responsibilities include:
|
|
|
|
|
Monitor the integrity of the Companys financial reporting
process and systems of internal controls regarding financial,
accounting, regulatory and legal compliance.
|
|
|
|
Monitor the independence and performance of the Companys
independent auditors and the adequacy of disclosures to
shareholders.
|
|
|
|
Provide an avenue of communication among the independent
auditors, management and the Board.
|
The Committee has the authority to conduct any investigation it
deems appropriate to fulfilling these responsibilities and shall
have direct access to the independent auditors. The Committee
can retain, at the Companys expense, any legal, accounting
or other consultants or experts it deems necessary in the
performance of its duties. The independent auditors shall report
directly to the Committee.
Audit
Committee Composition and Meetings
Committee members shall meet the requirements of the NASDAQ and
the Securities and Exchange Commission. The Committee shall be
comprised of three or more directors, as determined by the
Board, each of whom shall be independent, non-executive
directors free from any relationship that would interfere with
independent judgment. All members of the Committee must be
financially literate and able to understand and evaluate
fundamental financial statements. In addition, at least one
member of the Committee shall have past employment experience in
finance or accounting, requisite professional certification in
accounting, or any other comparable experience or background ,
which results in the individuals financial sophistication,
including being or having been a chief executive officer, chief
financial officer, or other senior officer with financial
oversight responsibilities.
Audit Committee members shall be appointed by, and a Chairman
designated by, the Board. No member of the Committee can be
removed except by majority of the independent directors of the
full Board then in office.
The Committee shall meet at least four times annually, or more
frequently as circumstances require. The Committee Chairman
shall prepare and/or approve an agenda in advance of each
meeting. The Committee should meet privately in executive
session, at least annually, with management, the independent
auditors, and as a committee to discuss any matters that the
Committee, or each of these groups believe should be discussed.
In addition, the Committee should communicate with management
and the independent auditors quarterly to review the
Companys financial statements and any significant findings
by the auditors. The Chairman is responsible for ensuring that
Minutes are maintained for each meeting and subsequently
approved by the Committee.
Audit
Committee Responsibilities and Duties
Review
Procedures
1. Review and reassess the adequacy of the Committee
Charter at least annually. Submit the charter to the Board for
approval and have the Charter published at least every three
years in accordance with applicable regulations.
2. Review the Companys annual audited financial
statements prior to filing or distribution. Review should
include discussion with management and the independent auditors
of significant issues regarding accounting principles, practices
and judgments.
3. In consultation with the management and the independent
auditors, consider the integrity of the Companys financial
reporting processes and controls. Discuss significant financial
risk exposures and the action management has taken to monitor,
control and report such exposures. Review significant findings
prepared by the independent auditors together with management
responses. Review the results with the Board.
A-1
4. Not less than on a quarterly basis, discuss any
significant changes to the Companys accounting principles
and any items required to be communicated by the independent
auditors in accordance with SAS 61. The Chairman of the
Committee, or his designee on the Audit Committee, may represent
the entire Committee for purposes of this review.
5. Establish procedures for the receipt, retention and
treatment of complaints regarding accounting, internal
accounting controls or auditing matters, including procedures
for the confidential, anonymous submissions by employees of
concerns regarding questionable accounting, financial or
auditing matters.
6. Review and approve all related party transactions.
7. Receive reports from the principal executive and
financial officers of the company regarding each of the
following:
i.) Their evaluation of the effectiveness of the
Companys disclosure controls and procedures and the
Companys internal controls over financial reporting and
procedures for financial reporting (internal
controls).
ii.) All significant deficiencies in the design or
operation of internal controls that could adversely affect the
companys ability to record, process, summarize and report
financial data.
iii.) Whether they have identified for the independent
auditor any material weakness in the internal controls.
iv.) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
Companys internal controls.
v.) Whether there were significant changes in the internal
controls or in the other factors that could significantly affect
the internal controls since the date they evaluated them,
including corrective actions with regard to significant
deficiencies and material weaknesses.
Independent
Auditors
The Committee is directly responsible for the appointment,
compensation, retention and oversight of the work of the public
accounting firm for the purpose of issuing an annual report or
for performing audit or attest services. The public accounting
firm reports directly to the Committee.
8. The independent auditors are directly accountable to the
Committee of the Board of Directors. The Committee shall review
the independence and performance of the auditors and annually
recommend to the Board of Directors the appointment of the
independent auditors or approve any discharge of auditors when
circumstances warrant. The lead Partner of the independent
auditor team will be reviewed and evaluated by the Committee.
9. Approve in advance the fees and other significant
compensation to be paid to the independent auditors for all
services provided (including tax services and employee benefit
plan audits).
10. On an annual basis, the Committee should review and
discuss with the independent auditors any relationships they
have with the Company that could impair the auditors
independence.
11. Review the auditors plan with respect to scope,
staffing, locations, reliance upon management and general audit
approach.
12. Prior to releasing the year-end earnings, discuss the
results of the audit with the independent auditors. Discuss
certain matters required to be communicated to the Audit
Committee in accordance with AICPA SAS 61.
13. Consider the independent auditors judgment about the
quality and appropriateness of the Companys accounting
principles as applied to its financial reporting.
A-2
Other
Responsibilities
14. On at least an annual basis, review with legal counsel
any legal matters that could have a significant impact on the
organizations financial statements, the Companys
compliance with applicable laws and regulations, and inquiries
received from regulators, government agencies, and any other
relevant authorities.
15. Annually prepare a report to shareholders as required
by the SEC for inclusion in the Companys proxy statement.
16. Maintain minutes of meetings and periodically report to
the Board of Directors on significant results of the foregoing
activities.
17. Perform any other activities consistent with this
Charter, the Companys by-laws, and governing law, as the
Committee, or the Board of Directors, deems necessary or
appropriate.
A-3
ANNUAL MEETING OF SHAREHOLDERS OF |
VILLAGE SUPER MARKET, INC. |
December 7, 2007
Please date, sign and mail your proxy card in the envelope provided as soon as possible. |
Please detach along perforated line and mail in the envelope provided.
20830000000000000000 4 120707 |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND
FOR PROPOSAL 2. |
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN
BLUE OR BLACK INK AS SHOWN HERE x |
1. Election of Directors for the Companys Board of Directors listed below: 2. Approval of
KPMG LLP to be the independent auditors of the Company for fiscal 2008. |
FOR ALL NOMINEES O James Sumas 3. In their discretion, to vote upon such other business as
may properly come O Perry Sumas before the meeting and all adjournments thereof.
WITHHOLD AUTHORITY O Robert Sumas |
FOR ALL NOMINEES O William Sumas This proxy, when properly executed, will be voted in
the manner directed herein by O John P. Sumas the undersigned shareholder. If no direction
is made, this proxy will be voted for FOR ALL EXCEPT O John J. McDermott Proposals 1 and 2. |
O Steven Crystal O
David C. Judge |
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), mark FOR ALL EXCEPT and fill in the circle next
to each nominee you wish to withhold, as shown here:
To change the address on your account, please check
the box at right and indicate your new address in the
address space above. Please note that changes to the
registered name(s) on the account may not be
submitted via this method.
Signature of Shareholder Date: Signature of Shareholder Date: |
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor, administrator, attorney, trustee
or guardian, please give full title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person. |
VILLAGE SUPER MARKET, INC. |
733 Mountain Avenue, Springfield, New Jersey 07081
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
The undersigned hereby appoints Perry Sumas and Robert Sumas and each of them, proxies for the
undersigned, with full power of substitution, to vote as if the undersigned were personally present
at the Annual Meeting of the Shareholders of Village Super Market, Inc. (the Company), to be held
at the offices of the Company, 733 Mountain Avenue, Springfield, New Jersey on Friday, December 7,
2007, at 10:00 A.M. and at all adjournments thereof, the shares of stock of said Company registered
in the name of the undersigned. The undersigned instructs all such proxies to vote such shares as
indicated on the reverse side upon the following matters, which are described more fully in the
accompanying proxy statement. |
(Continued and to be signed on the reverse side) |