EX-97.1 8 imkt-20240928xex97_1.htm EX-97.1

Exhibit 97.1

Ingles Markets, Incorporated

Executive Officer Clawback Policy

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Approved by the Board of Directors on November 27, 2023 (the “Adoption Date”)

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| I. |  | Purpose

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This Executive Officer Clawback Policy describes the circumstances under which Covered Person s of Ingles Markets, Incorporated, a North Carolina corporation, and any of its direct or indirect subsidiaries (collectively, the “Company”) will be required to repay or return Erroneously-Awarded Compensation to the Company.

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This Policy and any terms used in this Policy shall be construed in accordance with a ll applicable SEC regulations promulgated to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, including, without limitation, Rule 10D-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules adopted by Nasdaq.

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Each Covered Person shall sign an Acknowledgement and Agreement to the Clawback Policy in the form attached hereto as Exhibit A as a condition to his or her participation in any of the Company’s incentive-based compensation programs; provided, that, this Policy shall apply to each Covered Person, irrespective of whether such Covered Person shall have failed, for any reason, to have executed such acknowledg e ment and agreement.

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| II. |  | Definition s

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For purposes of this Policy, the following capitalized terms shall have the respective meaning s set forth below:

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| (a) |  | “Accounting Restatement” mean s an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement). Notwithstanding the foregoing, none of the following changes to the Company’s financial statements represent error corrections and shall not be deemed an Accounting Restatement: (a) retrospective application of a change in accounting principle; (b) retrospective revision to reportable segment information due to a change in the structure of the Company’s internal organization; (c) retrospective reclassification due to a discontinued operation; (d) retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; and (e) retrospective revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.

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| (b) |  | “Board” mean s the Board of Directors of the Company.

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| (c) |  | “Clawback-Eligible Incentive Compensation” mean s, in connection with an Accounting Restatement, any Incentive-Based Compensation Received by a Covered Person (regardless of whether such Covered Person was serving at the time that Erroneously-Awarded Compensation is required to be repaid) (i) on or after the Nasdaq Effective Date, (ii) after beginning service as a Covered Person,

Exhibit 97.1

| (d) |  | (iii) while the Company has a class of securities listed on a national securities exchange or national securities association and (iv) during the Clawback Period.

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| (e) |  | “Clawback Period” mean s, with respect to any Accounting Restatement, the three completed fiscal years immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.

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| (f) |  | “Committee” mean s the Audit/Compensation Committee of the Board.

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| (g) |  | “Covered Person” mean s any person who is, or was at any time, during the Clawback Period, an Executive Officer. For the elimination of doubt, Cover ed Person may include a former Executive Officer who left the Company, retired or transitioned to a non-Executive Officer role (including after serving as an Executive Officer in an interim capacity) during the Clawback Period, and this Policy applies regardless of whether the Covered Person was at fault for an accounting error that resulted in, or contributed to, the Accounting Restatement.

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| (h) |  | “Erroneously-Awarded Compensation” mean s the amount of Clawback-Eligible Incentive Compensation that exceed ed the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts set forth in the Accounting Restatement. This amount must be computed without regard to any taxes paid.

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| (i) |  | “Executive Officer” mean s the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including an officer of the Company’s parent(s) or subsidiaries) who performs similar policy-making functions for the Company. For the sake of clarity, at a minimum, all persons who are executive officers pursuant to Item 401(b) of Regulation S-K shall be deemed “Executive Officers”.

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| (j) |  | “Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures, including, without limitation, measures that are “non-GAAP financial measures” for purposes of Exchange Act Regulation G and Item 10(e) of Regulation S-K, as well other measures, metrics and ratios that are not non-GAAP measures. For purposes of this Policy, Financial Reporting Measures shall include stock price and total stock holder return (and any measures that are derived wholly or in part from stock price or total stock holder return). A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a Company filing with the SEC.

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| (k) |  | “Home Country” shall mean the Company’s jurisdiction of incorporation.

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| (l) |  | “Incentive-Based Compensation” has the meaning set forth in Section III below.

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| (m) |  | “Nasdaq” mean s The Nasdaq Stock Market LLC.

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| (n) |  | “Nasdaq Effective Date” mean s October 2, 2023.

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| (o) |  | “Policy” mean s this Executive Officer Clawback Policy, as the same may be amended or restated from time to time.

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| (p) |  | “PSUs” means performance stock units.

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| (q) |  | “Received” mean s Incentive-Based Compensation received, or deemed to be received, in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant occurs after such fiscal period.

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| (r) |  | “Repayment Agreement” ha s the meaning set forth in Section V below.

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| (s) |  | “Restatement Date” mean s the earlier of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement and (ii) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

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| (t) |  | “R SUs” means restricted stock units.

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| (u) |  | “SARs” mean s stock appreciation rights.

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| (v) |  | “SEC” mean s the U.S. Securities and Exchange Commission.

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| III. |  | Incentive-Based Compensation

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“Incentive-Based Compensation” mean s any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

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For purposes of this Policy, specific examples of Incentive-Based Compensation include, but are not limited to:

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| · |  | Non-equity incentive plan awards that are earned based, wholly or in part, based on satisfaction of a Financial Reporting Measure-based performance goal;

| · |  | Bonuses paid from a “bonus pool,” the size of which is determined, wholly or in part, based on satisfaction of a Financial Reporting Measure-based performance goal;

| · |  | Other cash awards based on satisfaction of a Financial Reporting Measure-based performance goal;

| · |  | Restricted stock, RSUs, PSUs, stock options and SARs that are granted or become vested, wholly or in part, on satisfaction of a Financial Reporting Measure-based performance goal; and

| · |  | Proceeds R eceived upon the sale of shares acquired through an incentive plan that were granted or vested based, wholly or in part, on satisfaction of a Financial Reporting Measure-based performance goal.

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For purposes of this Policy, Incentive-Based Compensation excludes:

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| · |  | B ase salaries (except with respect to any salary increases earned, wholly or in part, based on satisfaction of a Financial Reporting Measure-based performance goal);

| · |  | B onuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure-based performance goal;

| · |  | B onuses paid solely upon satisfying one or more subjective standards or completion of a specified employment period;

| · |  | N on-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures; and

| · |  | E quity awards that vest solely based on the passage of time or satisfaction of one or more non-Financial Reporting Measures.

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| IV. |  | Determination and Calculation of Erroneously-Awarded Compensation

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In the event of an Accounting Restatement, the Committee shall promptly determine the amount of any Erroneously-Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and shall promptly thereafter provide each Executive Officer with a written notice containing the amount of Erroneously-Awarded Compensation and a demand for repayment, return or forfeiture thereof, as applicable.

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| (a) |  | Cash Awards. With respect to cash awards, the Erroneously-Awarded Compensation is the difference between the amount of the cash award (whether payable as a lump sum or over time) that was R eceived and the amount that should have been R eceived applying the restated Financial Reporting Measure.

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| (b) |  | Cash Awards Paid From Bonus Pools. With respect to cash awards paid from bonus pools, the Erroneously-Awarded Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced based on applying the restated Financial Reporting Measure.

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| (c) |  | Equity Awards. With respect to equity awards, if the shares, options, RSUs, PSUs, SAR s or other equity awards are still held at the time of recovery, the Erroneously-Awarded Compensation is the number of such securities Received in excess of the number that should have been R eceived applying the restated Financial Reporting Measure (or the value in excess of that number). If the restricted shares, options, RSUs, PSUs, SARs or other equity awards have been exercised, vested, settled, or otherwise been converted into the underlying shares, but the underlying shares have not been sold, the Erroneously-Awarded Compensation is the number of shares underlying the excess shares, options, SARs, RSUs, PSUs or other equity awards (or the value thereof). If the underlying shares have already been sold, then [the Committee shall determine the amount that most reasonably estimates the Erroneously-Awarded Compensation and retain documentation reflecting the estimate analysis and provide to Nasdaq if deemed appropriate by the Board or requested by Nasdaq.]

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| (d) |  | Compensation Based on Stock Price or Total S tock holder Return. For Incentive-Based Compensation based on (or derived from) stock price or total s tock holder return, where the amount of Erroneously-Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total s tock holder return upon which the Incentive-Based Compensation was R eceived (in which case, the Committee shall maintain documentation of such determination of that reasonable estimate and provide such documentation to Nasdaq in accordance with applicable listing standards).

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| V. |  | Recovery of Erroneously-Awarded Compensation

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Once the Committee has determined the amount of Erroneously-Awarded Compensation recoverable from the applicable Covered Person, the Committee shall take action to recover the Erroneously-Awarded Compensation reasonably promptly. The Company’s obligation to recover Erroneously-Awarded Compensation is not dependent on if or when the restated financial statements pursuant to the a pplicable Accounting Restatement are filed with the SEC. Unless otherwise determined by the Committee, the Committee shall pursue the recovery of Erroneously-Awarded Compensation as set forth below:

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| (a) |  | Cash Awards. With respect to cash awards, t he Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the

Committee agrees to accept with a value equal to such Erroneously-Awarded Compensation) or (ii) if approved by the Committee, offer to enter into a Repayment Agreement. If the Covered Person accepts such offer and signs the R epayment A greement within a reasonable time, as determined by the Committee, the Company shall countersign such R epayment A greement.

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| (b) |  | Unvested Equity Awards. With respect to those equity awards that have not yet vested, the Committee shall take such action as is necessary to cancel, or otherwise cause to be forfeited, the awards in the amount of the Erroneously-Awarded Compensation.

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| (c) |  | Vested Equity Awards. With respect to those equity awards that have vested or been exercised and the underlying shares have not been sold, the Committee shall take such action as is necessary to cause the Covered Person to deliver and surrender the underlying shares in the amount of the Erroneously-Awarded Compensation.

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In the event that the Covered Person has sold the underlying shares, the Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously-Awarded Compensation) or (ii) if approved by the Committee, offer to enter into a R epayment A greement. If the Covered Person accepts such offer and signs the R epayment A greement within a reasonable time, as determined by the Committee, the Company shall countersign such R epayment A greement.

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| (d) |  | Repayment Agreement. “Repayment Agreement” mean s a written agreement (in a form reasonabl y acceptable to the Committee) with the Covered Person that provides for the Covered Person’s repayment of the Erroneously-Awarded Compensation as promptly as possible without unreasonable economic hardship to the Covered Person.

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| (e) |  | Effect of Non-Repayment. To the extent that a Covered Person fails to repay all Erroneously-Awarded Compensation to the Company when due (as determined in accordance with this Policy), the Company shall take reasonable and appropriate actions to recover such outstanding Erroneously-Awarded Compensation from the applicable Covered Person. [The applicable Covered Person shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously-Awarded Compensation in accordance with the immediately preceding sentence.]

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The Committee shall have broad discretion to determine the appropriate means of recovery of Erroneously-Awarded Compensation based on all applicable facts and circumstances and taking into account the time value of money and the cost to s tock holders of delaying recovery. However, i n no event may the Company accept an amount that is less than the amount of Erroneously-Awarded Compensation in satisfaction of a Covered Person’s obligations hereunder.

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| VI. |  | Discretionary Recovery

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Notwithstanding anything herein to the contrary, the Company shall not be required to take action to recover Erroneously-Awarded Compensation if any one of the following conditions are met and the Committee (or in lieu of such a committee, a majority of the independent directors serving on the Board) determines that recovery would be impracticable:

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| (i) |  | The direct expenses paid to a third party to assist in enforcing th is Policy against a Covered Person would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously-Awarded Compensation, documented such attempts and provided such documentation to Nasdaq;

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| (ii) |  | Recovery would violate H ome C ountry law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously-Awarded Compensation based on violation of H ome C ountry law, the Company has obtained an opinion of H ome C ountry counsel, acceptable to Nasdaq, that recovery would result in such a violation and a copy of the opinion is provided to Nasdaq; or

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| (iii) |  | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

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| VII. |  | Reporting and Disclosure Requirements

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The Company shall file all disclosures with respect to this Policy in accordance with the requirement s of the federal securities laws, including the disclosure required by the applicable filings required to be made with the SEC.

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| VIII. |  | Effective Date

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This Policy shall apply to all Incentive-Based Compensation R eceived on or after the N asdaq Effective Date.

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| IX. |  | No Indemnification

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The Company shall not indemnify any Covered Person against the loss of Erroneously-Awarded Compensation and shall not pay, or reimburse any Covered Person s for premiums, for any insurance policy to fund such Covered Person’s potential recovery obligations.

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| X. |  | Administration

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The Committee has the sole discretion to administer this Policy and ensure compliance with Nasdaq listing rules and any other applicable law, regulation, rule or interpretation of the SEC or Nasda q promulgated or issued in connection therewith. The Committee shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Committee shall be final, binding and conclusive.

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| XI. |  | Amendment; Termination

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The Board of Directors may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed. The Board of Directors may terminate this Policy at any time. Notwithstanding anything in this Section X I to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule, or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed.

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| XII. |  | Other Recoupment Rights; No Additional Payments

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The Committee intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement or any other agreement entered into on or after the Adoption Date shall, as a condition to the grant of any benefit thereunder, require a Covered Person to agree to abide by the terms of this Policy; provided, that, this Policy shall apply to all Covered Persons irrespective of any such explicit agreement. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other rights under applicable law, regulation or rule or any similar policy in any employment agreement, code of conduct, employee handbook, equity plan, equity award agreement or similar arrangement and any other legal remedies available to the Company. However, this Policy shall not provide for recovery of Incentive-Based Compensation that the Company has already recovered pursuant to Section 304 of the Sarbanes-Oxley Act or other recovery obligations.

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| XIII. |  | Successors

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This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.

Exhibit A

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ACKNOWLEDGEMENT AND AGREEMENT

TO THE

EXECUTIVE OFFICER CLAWBACK POLICY

OF

INGLES MARKETS, INCORPORATED

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By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of Ingles Markets, Incorporated’s Executive Officer Clawback Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.

By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously-Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner permitted by, the Policy.

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