SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
FOODARAMA SUPERMARKETS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] 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:
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2) Aggregate number of securities to which transaction applies:
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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:
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4) Date Filed:
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FOODARAMA SUPERMARKETS, INC.
922 Highway 33
Building 6, Suite 1
Howell, New Jersey 07731
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Wednesday, April 14, 2004
----------------------------
The Annual Meeting of Shareholders (the "Annual Meeting") of Foodarama
Supermarkets, Inc. (the "Company") will be held at the offices of the Company,
922 Highway 33, Building 6, Suite 1, Howell, New Jersey 07731, on Wednesday,
April 14, 2004 at 2:00 p.m. (local time), for the following purposes:
1. To elect five (5) nominees for director who will serve on the Board of
Directors of the Company for the following year and until their successors have
been elected and qualify; and
2. To transact such other business as may properly come before the Annual
Meeting and any postponement or adjournment thereof.
The Board of Directors has fixed the close of business on February 20,
2004 as the record date (the "Record Date") for determining the shareholders
entitled to notice of and to vote at the Annual Meeting or any postponement or
adjournment thereof. A list of shareholders as of the Record Date will be
available to shareholders at the Annual Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND THE ANNUAL MEETING ARE REQUESTED TO COMPLETE AND RETURN
THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE
ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES. THIS WILL NOT PREVENT YOU
FROM VOTING IN PERSON IF YOU WILL BE PRESENT AT THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Richard J. Saker
Howell, New Jersey Richard J. Saker,
March 1, 2004 Secretary
1
FOODARAMA SUPERMARKETS, INC.
922 Highway 33
Building 6, Suite 1
Howell, New Jersey 07731
----------------------------
PROXY STATEMENT
----------------------------
GENERAL INFORMATION
This Proxy Statement and the accompanying form of proxy are being mailed
to the shareholders of Foodarama Supermarkets, Inc. ("Foodarama" or the
"Company") in connection with the solicitation, by and on behalf of the
management of the Company, of proxies to be voted at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the offices of the Company,
922 Highway 33, Building 6, Suite 1, Howell, New Jersey, on Wednesday, April 14,
2004 at 2:00 p.m. (local time) and at all postponements or adjournments thereof.
The securities entitled to vote at the Annual Meeting consist of shares of
Common Stock, $1.00 par value, ("Common Stock") of the Company with each share
of Common Stock entitling its owner to one vote on an equal basis. The number of
outstanding shares of Common Stock on February 20, 2004 was 986,867. Only
shareholders of record on the books of the Company at the close of business on
that date will be entitled to vote at the Annual Meeting. The holders of a
majority of the outstanding shares of Common Stock, present in person or by
proxy and entitled to vote, will constitute a quorum at the Annual Meeting.
At the Annual Meeting, shareholders of the Company will consider and vote
upon the election of five (5) nominees for director who will serve on the Board
of Directors (the "Board" or the "Board of Directors") of the Company and any
other business as may properly come before the Annual Meeting. The affirmative
vote of a plurality of the shares of Common Stock present in person or
represented by proxy and entitled to vote is required for the election of
directors. The proxy card provides space for a shareholder to withhold votes for
any or all nominees for director. All votes will be tabulated by the inspector
of election appointed for the Annual Meeting who will separately tabulate
affirmative votes, authority withheld for any nominee for director and any
abstentions or broker non-votes. Authority withheld will be counted toward the
tabulation of total votes cast in the election of directors and will have the
same effect as a negative vote. Any proxy submitted and containing an abstention
or a broker non-vote is not counted as a vote cast on any matter to which it
relates and will only be counted for purposes of determining whether a quorum is
present at the Annual Meeting.
All shares of Common Stock represented by properly executed proxies will
be voted at the Annual Meeting, unless such proxies have previously been
revoked. Unless otherwise instructed, the shares of Common Stock represented by
such proxies will be voted "FOR" the election of management's nominees for
director. Management does not know of any other matter to be brought before the
Annual Meeting, but it is intended that, as to any such other matter, votes may
be cast pursuant to the proxies in accordance with the judgment of the person or
persons acting thereunder unless otherwise directed by the shareholders.
The Company's mailing address is 922 Highway 33, Building 6, Suite 1,
Freehold, New Jersey, 07728 and its telephone number is (732) 462-4700. The
notice, proxy statement and enclosed form of proxy are being mailed to
shareholders on or about March 1, 2004.
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 offices; (b) delivering to the Secretary of the
Company a duly executed proxy bearing a later date; or (c) appearing at the
Annual 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.
2
PROXY STATEMENT
PRINCIPAL SHAREHOLDERS
The following table shows, as of February 20, 2004, the persons known to
the Company who owned directly or beneficially more than five percent (5%) of
the outstanding Common Stock of the Company:
Amount Percent
Name of Beneficial Owner Beneficially Owned of Class
--------------------------------------------------------------------------------
Joseph J. Saker (1) (2) (3) (4) ................ 194,576 19.2
Estate of Mary Saker (1) (3) ................... 55,798 5.7
Saker Family Corporation (1)(5) ................ 85,000 8.6
Richard J. Saker (1) (4) (5) (6) ............... 226,803 22.4
Joseph J. Saker, Jr. (1) (5) (7) ............... 118,095 12.0
Thomas A. Saker (1) (5) ........................ 125,041 12.7
Dimensional Fund Advisors, Inc. (8) ............ 65,050 6.6
Arthur N. Abbey (9) ............................ 118,400 12.0
Trellus Management Company, LLC (10) ........... 51,300 5.2
(1) The address of the foregoing person is c/o Foodarama Supermarkets, Inc.,
922 Highway 33, Building 6, Suite 1, Freehold, New Jersey 07728.
(2) Includes 13,378 shares held by the wife of Joseph J. Saker and 31,399
shares willed to him by Mary Saker. Mr. Saker disclaims beneficial
ownership of the shares held by his wife.
(3) Mary Saker, deceased, was the mother of Joseph J. Saker. 31,399 of her
shares have been willed to Joseph J. Saker.
(4) Includes 25,000 shares subject to currently exercisable options or options
exercisable within sixty (60) days of February 20, 2004 granted pursuant
to the Company's 2001 Stock Incentive Plan (the "Stock Incentive Plan").
See Note (6) to the Summary Compensation Table.
(5) Includes 85,000 shares held by the Joseph Saker Family Partnership, L.P.,
a Delaware limited partnership (the "Partnership"). The Saker Family
Corporation is the sole general partner (the "General Partner") of the
Partnership. Richard J. Saker owns 40% of the outstanding capital stock of
the General Partner, and each of Joseph J. Saker, Jr. and Thomas A. Saker
owns 30% of the outstanding capital stock of the General Partner. The
General Partner owns a 1% interest in the Partnership and has the sole
power to sell, transfer or otherwise dispose of the shares of the
Company's Common Stock only upon the unanimous consent of all shareholders
of the General Partner. On other matters not involving the sale, transfer
or other disposition of such shares, the shares of the Company's Common
Stock held by the Partnership are voted as directed by the individual
shareholders of the General Partner in accordance with their respective
ownership interests in the General Partner. Accordingly, the General
Partner votes 34,000 shares as directed by Richard J. Saker, 25,500 shares
as directed by Joseph J. Saker, Jr., and 25,500 shares as directed by
Thomas A. Saker on such other matters.
In addition to their ownership interests in the General Partner, Richard
J. Saker, Joseph J. Saker, Jr. and Thomas A. Saker are the beneficiaries
of the trust which owns a 99% interest in the Partnership (the "Limited
Partner"). Thus, each of Richard J. Saker, Joseph J. Saker, Jr. and Thomas
A. Saker also has an indirect interest in the Company's Common Stock held
by the Partnership by reason of their respective beneficial interests in
the Limited Partner. Their beneficial interests in the Limited Partner are
in identical proportion to their ownership interests in the General
Partner. Richard J. Saker, Joseph J. Saker, Jr. and Thomas A. Saker each
disclaim beneficial ownership of shares held by the Partnership in excess
of their respective pecuniary interests.
(6) Includes 1,760 shares held by Richard J. Saker's wife and 1,377 shares
which are held in a trust for Mr. Saker's son, of which Mr. Saker is the
trustee. Mr. Saker disclaims beneficial ownership of the shares described
in the preceding sentence.
(7) Includes 2,754 shares which are held in two trusts for the benefit of Mr.
Saker's sons, of which Mr. Saker is the trustee. Mr. Saker disclaims
beneficial ownership of the shares described in the preceding sentence.
(8) The address of Dimensional Fund Advisors, Inc. ("Dimensional") is 1299
Ocean Avenue, 11th Floor, Santa Monica, California 90401. Dimensional, an
investment advisor registered under Section 203 of the Investment Advisors
Act of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager for certain other investment vehicles, including
commingled group trusts. These investment companies and investment
vehicles are referred to collectively herein as the "Portfolios." In its
role as investment advisor and investment manager, Dimensional possesses
both voting and investment power over 65,050 shares of the Company's
Common Stock based upon a copy of Schedule 13G filed with the Securities
and Exchange Commission ("SEC") on February 6, 2004. The Portfolios own
all securities reported in the table, and Dimensional disclaims beneficial
ownership of such securities.
(9) The address of Arthur N. Abbey is 212 East 39th Street, New York, New York
10016. Based upon a copy of Schedule 13D filed with the SEC on November
13, 2003, Mr. Abbey has sole voting power with respect to these shares.
(10) The address of Trellus Management Company, LLC ("Trellus") is 350 Madison
Avenue, Ninth Floor, New York, New York 10017. Trellus is a Delaware
limited liability company and is a Delaware registered investment advisor
to domestic and offshore hedge funds. Adam Usdan is President of Trellus.
Based upon a copy of Schedule 13G filed with the SEC on September 12,
2002, Adam Usdan and Trellus have shared voting power with respect to
these shares.
3
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
SECURITIES OWNED BY MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of February 20, 2004 by (i) each
director and nominee for director of the Company, (ii) the executive officers of
the Company on such date, and (iii) the executive officers, nominees for
director and directors as a group. Except as set forth in the footnotes to this
table, the shareholders have sole voting and investment power over such shares.
Amount Percent
Name of Beneficial Owner Beneficially Owned of Class
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Joseph J. Saker (1) (2) (3) ................................ 194,576 19.2
Richard J. Saker (1) (2) (4) (5) ........................... 226,803 22.4
Joseph J. Saker, Jr. (1) (4) (6) ........................... 118,095 12.0
Charles T. Parton (1) (7) .................................. 3,150 *
Albert A. Zager (1) (7) .................................... 2,250 *
Robert H. Hutchins (1) (8) ................................. 750 *
Michael Shapiro (1) (8) (9) ................................ 750 *
Emory A. Altobelli (1) (7) ................................. 775 *
Carl L. Montanaro (1) (10) ................................. 515 *
Robert V. Spires (1) (7) ................................... 750 *
Joseph C. Troilo (1) (10) .................................. 500 *
Directors, Nominees for Director and Executive Officers
as a Group (11 persons) (3) (5) (6) (9) (11) (12) (13) ... 548,914 52.7
(*) Less than one percent.
(1) The address of the foregoing person is c/o Foodarama Supermarkets, Inc.,
922 Highway 33, Building 6, Suite 1, Freehold, New Jersey 07728.
(2) Includes 25,000 shares subject to currently exercisable options or options
exercisable within sixty (60) days of February 20, 2004 granted pursuant
to the Stock Incentive Plan. See Note (6) to the Summary Compensation
Table.
(3) Includes 13,378 shares held by the wife of Joseph J. Saker and 31,399
shares willed to him by Mary Saker, deceased, the mother of Joseph J.
Saker. Mr. Saker disclaims beneficial ownership of the shares held by his
wife.
(4) Includes 85,000 shares held by the Joseph Saker Family Partnership, L.P.,
a Delaware limited partnership (the "Partnership"). The Saker Family
Corporation is the sole general partner (the "General Partner") of the
Partnership. Richard J. Saker owns 40% of the outstanding capital stock of
the General Partner, and each of Joseph J. Saker, Jr. and Thomas A. Saker
owns 30% of the outstanding capital stock of the General Partner. The
General Partner owns a 1% interest in the Partnership and has the sole
power to sell, transfer or otherwise dispose of the shares of the
Company's Common Stock only upon the unanimous consent of all shareholders
of the General Partner. On other matters not involving the sale, transfer
or other disposition of such shares, the shares of the Company's Common
Stock held by the Partnership are voted as directed by the individual
shareholders of the General Partner in accordance with their respective
ownership interests in the General Partner. Accordingly, the General
Partner votes 34,000 shares as directed by Richard J. Saker, 25,500 shares
as directed by Joseph J. Saker, Jr. and 25,500 shares as directed by
Thomas A. Saker on such other matters.
In addition to their respective ownership interests in the General
Partner, Richard J. Saker, Joseph J. Saker, Jr. and Thomas A. Saker are
beneficiaries of the trust which owns a 99% interest in the Partnership
(the "Limited Partner"). Thus, each of Richard J. Saker, Joseph J. Saker,
Jr. and Thomas A. Saker also has an indirect interest in the Company's
Common Stock held by the Partnership by reason of their respective
beneficial interests in the Limited Partner. Their beneficial interests in
the Limited Partner are in identical proportion to their ownership
interests in the General Partner. Richard J. Saker, Joseph J. Saker, Jr.
and Thomas A. Saker each disclaim beneficial ownership of shares held by
the Partnership in excess of their respective pecuniary interests. See
Note (5) to the table captioned "Principal Shareholders."
(5) Includes 1,760 shares held by Richard J. Saker's wife and 1,377 shares
which are held in a trust for the benefit of Mr. Saker's son, of which Mr.
Saker is the trustee. Mr. Saker disclaims beneficial ownership of the
shares described in the preceding sentence.
(6) Includes 2,754 shares which are held in two trusts for the benefit of Mr.
Saker's sons, of which trusts Mr. Saker is the trustee. Mr. Saker
disclaims beneficial ownership of the shares described in the preceding
sentence.
(7) Includes 750 shares subject to currently exercisable options or options
exercisable within sixty (60) days of February 20, 2004 granted pursuant
to the Stock Incentive Plan.
(8) Includes 250 shares subject to currently exercisable options or options
exercisable within sixty (60) days of February 20, 2004 granted pursuant
to the Stock Incentive Plan.
(9) Includes 500 shares owned jointly with Mr. Shapiro's wife.
(10) Includes 500 shares subject to currently exercisable options or options
exercisable within sixty (60) days of February 20, 2004 granted pursuant
to the Stock Incentive Plan.
4
PROXY STATEMENT
(11) Of the 548,914 shares, directors of the Company own or have rights to
acquire 427,529 shares.
(12) The total number of shares includes 85,000 shares attributed to ownership
by Richard J. Saker and 85,000 shares attributed to ownership by Joseph J.
Saker, Jr. The 85,000 shares are held by the Joseph Saker Family
Partnership, L.P.
(13) Includes shares subject to currently exercisable options or options
exercisable within sixty (60) days of February 20, 2004 granted pursuant
to the Stock Incentive Plan and held by the directors and executive
officers as described above.
The Company's Third Amended and Restated Revolving Credit and Term Loan
Agreement provides that an event of default shall occur if Messrs. Joseph J.
Saker and Richard J. Saker together, do not own, beneficially, all voting rights
with respect to at least 26% of all of the issued and outstanding Common Stock
of the Company.
NOMINEES AS A DIRECTOR OF THE COMPANY
The By-Laws of the Company provide that the number of directors shall be a
minimum of three (3) and a maximum of eleven (11), and permit the exact number
of directors to be determined from time to time by the Board. Currently, the
Board has fixed the number of directors at five (5).
Nomination Process
The Company does not have a standing nominating committee or a nominating
committee charter. Instead it chooses to rely on the expertise of its
independent directors, Charles T. Parton, Albert A. Zager and Robert H.
Hutchins, who consider the criteria set forth below, to propose nominees for
director and the judgment of the Board in determining the nominees for election.
The independent directors of the Board currently meet the standards for
independence as set forth in the rules of the American Stock Exchange ("AMEX"),
the exchange on which the Company's Common Stock is traded. The nominees named
herein were unanimously proposed and recommended for approval by the full Board
by the following independent directors of the Company, Charles T. Parton, Albert
A. Zager and Robert H. Hutchins.
The members of the Board as a whole believe that, at a minimum, the Board
should be comprised of directors who have expertise that may be useful to the
Company as well as directors who have in the past exhibited the highest personal
and professional ethics. When considering nominees for director, the independent
directors consider several factors, including (i) relevant business experience;
(ii) independence from management; (iii) judgment, skill, integrity and
reputation; (iv) existing commitments and potential conflicts of interest; (v)
financial and accounting background; and (vi) the size and composition of the
existing Board. Because the nominees named below are all sitting directors of
the Company who are up for re-election at the Annual Meeting, the independent
directors also considered each director's past performance on the Board. The
Board seeks to identify individuals who satisfy these criteria from among
persons known to them.
The independent directors of the Board will also consider nominees for
director suggested by shareholders of the Company. The process by which a
shareholder of the Company may suggest a nominee for director of the Company can
be found under "Shareholder Proposals and Nominees for Director." The
independent directors will apply the same criteria described above to any
candidate suggested by a shareholder as well as evaluate any additional
information required to be submitted therewith. The Company does not pay any
fees to third parties to identify, evaluate or assist in identifying or
evaluating potential nominees.
Nominees
It is the intention of the persons named in the accompanying proxy to
vote, unless otherwise instructed, in favor of the election of the five (5)
nominees for director named herein, each for a term expiring at the annual
meeting in 2005 or until such time as his successor has been duly elected and
qualifies. If for any reason any of the said nominees should be unable or
unwilling to serve, which is not now anticipated, the proxies will be voted for
a substitute nominee(s) who will be designated by the Board.
The following table sets forth certain information relating to the
individuals nominated by the Board to serve as a director of the Company:
Year First
Elected a
Name and Age Principal Occupation Director
-----------------------------------------------------------------------------------------------------------------------
Joseph J. Saker (75) ........ Chairman of the Board of the Company 1958
Richard J. Saker (52) ....... President, Chief Executive Officer and Secretary of the Company 1987
Charles T. Parton (62) ...... Chairman of the Board--Two River Community Bank, a commercial bank 1995
Albert A. Zager (55) ........ Member--Carton, Arvanitis, McGreevy, Argeris, Zager & Aikins, L.L.C.,
Attorneys at Law 1995
Robert H. Hutchins (52) ..... President and Managing Director--Hutchins, Farrell, Meyer & Allison, P.A.,
Certified Public Accountants 2001
5
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Mr. Joseph J. Saker served as President of the Company from its
incorporation in 1958 until October 3, 2000 and as Chief Executive Officer of
the Company from its incorporation until November 1, 2003. Mr. Saker has served
as Chairman since 1971. In addition to his responsibilities with the Company, he
is active in other community affairs. Joseph J. Saker is the father of Richard
J. Saker, President and Chief Executive Officer of the Company, Joseph J. Saker,
Jr., Senior Vice President--Marketing and Advertising of the Company and Thomas
A. Saker, a Vice President--Store Operations of the Company.
Mr. Richard J. Saker, a graduate of St. Joseph's University, has been
employed by the Company since 1969 and served as Senior Vice
President--Operations from 1984 until 1995, at which time he assumed the
position of Executive Vice President--Operations. On October 3, 2000, he was
elected President of the Company. On November 2, 2003, Mr. Saker was elected by
the Board to assume the position of Chief Executive Officer of the Company, a
position formerly held by Joseph J. Saker. He is a member of the Board of
Directors of Wakefern Food Corporation ("Wakefern"), a retailer-owned food
distribution corporation which provides purchasing, warehousing and distribution
services to the Company as well as other shareholder members, and a member of
its Finance Committee.
Mr. Parton is Chairman of the Board of Two River Community Bank (the
"Bank") and has served in that position since May 1, 2000. Prior to assuming
that position, he served as President and Chief Executive Officer of the Bank
from February 1, 2000 to April 30, 2000. In addition, on March 1, 1999, Mr.
Parton began serving and continues to serve as a managing member of TRB, LLC, a
financial holding company formed in connection with the incorporation of the
Bank. He formerly served as the President of Concord Science and Technology Co.,
Inc. from May 1997 until February 1999. He has been a financial executive,
consultant and Certified Financial Planner for the last nine years and is
Executive Vice President and Treasurer of The Parton Corporation. He is also a
Director of Kuehne Chemical Co., Inc. (chlorine and caustic soda products).
Mr. Zager has been a member of Carton, Arvanitis, McGreevy, Argeris, Zager
& Aikins, L.L.C. Attorneys at Law and its predecessors since 1977. He is the
Chairman of its Executive and Management Committees. He is President of the
Board of Directors of the Center for Holocaust Studies of Brookdale Community
College, a founding member of the Board of Directors of the Eastern Monmouth
Area Chamber of Commerce Educational Foundation, Inc., and outside General
Counsel for Meridian Health System, Inc.
Mr. Hutchins, CPA, has been the President and Managing Director of
Hutchins, Farrell, Meyer & Allison, P.A., a certified public accounting firm,
since he founded the firm in 1984. In addition, Mr. Hutchins has been active in
community affairs. He is a founder and Chairman of the Board of Trustees of
Ocean Housing Alliance, Inc., and has served as an elected Board Member of the
Toms River Regional School District and as an appointed member of the Ocean
County Mental Health Advisory Board. He is past Chairman of the American Cancer
Society--Ocean Unit, Co-chairperson of the American Cancer Society Eastern
Region Excalibur and a member of the National American Cancer Society Excalibur
Advisory Committee.
CORPORATE GOVERNANCE
The Company currently has a Code of Conduct (the "Code") which is
applicable to all directors, officers and employees of the Company, including
the Company's principal executive and senior financial officers. The Code
requires, among other things, that all directors, officers and employees of the
Company avoid conflicts of interest, comply with all laws and legal requirements
and otherwise conduct business in an honest and ethical manner. A copy of the
Code was filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended November 1, 2003.
DIRECTORS' MEETINGS AND COMMITTEES
The Company held ten (10) meetings of its Board, including three (3)
telephonic meetings, during the fiscal year ended November 1, 2003. No incumbent
Director attended fewer than 75% of the total number of meetings held by the
Board and Committees of the Board on which he served, other than Joseph J. Saker
who attended 60%.
Board Committees
The Board has appointed Executive, Audit and Stock Option Committees. The
Company does not have a compensation committee of the Board. Instead, the full
Board acts on matters of compensation. The Executive Committee, which consists
of Messrs. Joseph J. Saker and Richard J. Saker, holds periodic meetings as
required by the circumstances. The Audit and Stock Option Committees each
consist of Messrs. Parton, Zager and Hutchins. During the fiscal year ended
November 1, 2003, the Audit Committee held seven (7) meetings, including one (1)
telephonic meeting, and there were no meetings of the Stock Option Committee.
Director Attendance at Annual Meetings
The Company encourages all of its directors to attend the Annual Meeting
and typically schedules a Board meeting directly following the Annual Meeting.
Last year, all of the directors, with the exception of Mr. Hutchins, attended
the Annual Meeting and the subsequent Board meeting.
6
PROXY STATEMENT
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended (the
"Securities Act"), or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that might incorporate this Proxy Statement or future filings
with the SEC, in whole or in part, the following report shall not be deemed to
be incorporated by reference into any such filing.
Membership and Role of Audit Committee
The Audit Committee of the Board (the "Audit Committee") is comprised of
the following directors: Charles T. Parton, Albert A. Zager and Robert H.
Hutchins. Each member of the Committee qualifies as an independent director in
accordance with the rules of AMEX and the rules and regulations of the SEC. In
addition, the Board has determined that Robert H. Hutchins is both independent
and qualifies as a financial expert, as defined by SEC rules. The Audit
Committee operates under a written charter previously adopted by the Board (see
discussion below).
The primary function of the Committee is to provide advice with respect to
the Company's financial matters and to assist the Board in fulfilling its
oversight responsibilities regarding finance, accounting, tax and legal
compliance. The Committee's primary duties and responsibilities are to: 1) serve
as an independent and objective body to monitor the financial reporting process
and internal control system of the Company; 2) oversee the quality and integrity
of the financial statements of the Company; 3) engage a firm of independent
auditors for the Company each year; 4) review and appraise the qualifications,
performance and independence of the Company's independent auditors; 5) review
and appraise the performance of the Company's internal audit department; 6)
provide an open forum for communication among the independent auditors, senior
financial officers, other members of management, the internal audit department
and the Board; and 7) assist in assuring the Company's compliance with legal and
regulatory requirements.
Audit Committee Charter
The Audit Committee developed an Audit Committee Charter (the "Charter")
in consultation with the Company's accounting and finance department, its
internal audit department, the Company's independent auditors and outside
general counsel. The Board adopted the Charter on June 7, 2000, and the Charter
was filed with the SEC on February 26, 2001 as Appendix "A" to the Company's
proxy statement delivered in connection with the 2001 annual meeting of
shareholders. The Audit Committee reviews the Charter on an annual basis and
updates the Charter as necessary. On September 25, 2003 and again on January 15,
2004, the Board adopted amendments to the Charter as recommended by the Audit
Committee to comply with the recently amended corporate governance rules of AMEX
and the rules and regulations of the SEC. The Charter, as amended, is attached
hereto as "Appendix A."
Review of the Company's Audited Financial Statements for the Fiscal Year ended
November 1, 2003
The Audit Committee has reviewed and discussed the audited financial
statements of the Company for the fiscal year ended November 1, 2003 with the
Company's management. The Audit Committee has discussed with Amper, Politziner &
Mattia, P.C., the Company's independent auditors, those matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication with Audit
Committees). The Audit Committee also met with the Company's Disclosure
Committee, which is responsible for taking appropriate measures to assure that
the reports that the Company files with the SEC pursuant to the Exchange Act
disclose all information required to be disclosed in such reports and for
modifying the Company's disclosure controls and procedures, as necessary.
The Audit Committee has also received the written disclosures and the
letter from Amper, Politziner & Mattia, P.C. required by Independence Standards
Board Standard No. 1 (Independence Discussion with Audit Committees), and the
Audit Committee has discussed the independence of Amper, Politziner & Mattia,
P.C. with that firm. Amper, Politziner & Mattia, P.C. confirmed, in its
professional judgment, that it is not aware of any relationship between Amper,
Politziner & Mattia, P.C. and the Company that would reasonably bear on its
independence.
Based on the Audit Committee's review and discussions noted above, the
Audit Committee recommended to the Board that the Company's audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended November 1, 2003 for filing with the SEC.
Audit Fees
The Company paid a total of $201,000 in fiscal year 2003 and $143,000 in
fiscal year 2002 to Amper, Politziner & Mattia, P.C. for audit services, which
included work related to the annual audit and quarterly reviews rendered in
fiscal years 2003 and 2002, respectively.
7
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Audit Related Fees
During the last two (2) fiscal years, Amper, Politziner & Mattia, P.C.
rendered professional services in connection with a review and analysis of the
Company's information systems and sundry accounting consultation projects. The
Company paid a total of $4,000 for these services rendered during fiscal year
2003 and a total of $31,000 for these services during fiscal year 2002.
Tax Fees
The Company paid a total of $45,000 in fiscal year 2003 and $34,000 in
fiscal year 2002 to Amper, Politziner & Mattia, P.C. for income tax
consultation, including income tax compliance, tax advice and tax planning.
All Other Fees
Amper, Politziner & Mattia, P.C. did not bill the Company for any other
services during fiscal years 2003 or 2002.
The Audit Committee has considered whether the non-audit services provided
by Amper, Politziner & Mattia, P.C., including the services rendered in
connection with income tax consultation, were compatible with maintaining its
independence and has determined that the nature and substance of the limited
non-audit services did not impair the status of Amper, Politziner & Mattia, P.C.
as the Company's independent auditors. All of the engagements of Amper,
Politziner & Mattia, P.C. were pre-approved by the Audit Committee, and the
Audit Committee did not make use of the de minimis exception to pre-approval
contained in the rules of the SEC which permits limited engagements for
non-audit services involving amounts under a specified threshold.
Submitted by: Charles T. Parton
Albert A. Zager
Robert H. Hutchins
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as set forth below:
Name Age Capacities in Which Served
-----------------------------------------------------------------------------------------------------------
Joseph J. Saker (1) ........... 75 Chairman of the Board
Richard J. Saker (1) .......... 52 Chief Executive Officer, President and Secretary
Michael Shapiro (2) ........... 62 Senior Vice President, Chief Financial Officer and Treasurer
Emory A. Altobelli (3) ........ 63 Senior Vice President--Corporate Subsidiaries and Services
Carl L. Montanaro (4) ......... 62 Senior Vice President--Sales and Merchandising
Joseph J. Saker, Jr. (5) ...... 43 Senior Vice President--Marketing and Advertising
Robert V. Spires (6) .......... 50 Senior Vice President--Human Resources and Labor Relations
Joseph C. Troilo (7) .......... 70 Senior Vice President--Financial Administration, Assistant Secretary
and Assistant Treasurer
(1) See "Nominees as a Director of the Company."
(2) Mr. Shapiro joined the Company on August 15, 1994 as Senior Vice
President, Chief Financial Officer and Treasurer.
(3) Mr. Altobelli has served as Senior Vice President, Corporate Subsidiaries
and Services, since June 21, 1995. Prior to that date he served as Senior
Vice President, Administration, commencing in June 1990.
(4) Mr. Montanaro has served as Senior Vice President, Sales and
Merchandising, since June 21, 1995. From March 1988 to June 1995 he served
as Vice President of Sales and Merchandising.
(5) Mr. Joseph J. Saker, Jr. has served as Senior Vice President, Marketing
and Advertising since March 1, 2002. From October 2001 to February 28,
2002 he served as a Vice President of Operations. From May 1990 to
September 2001, he served as a Director of Operations.
(6) Mr. Spires has served as Senior Vice President, Human Resources and Labor
Relations, since June 21, 1995. From August 1991 to June 1995, he served
as Vice President of Human Resources and Labor Relations.
(7) Mr. Troilo has served as Senior Vice President, Financial Administration,
since August 1994. From 1974 to August 1994, he served as Senior Vice
President, Finance.
8
PROXY STATEMENT
EXECUTIVE COMPENSATION
The aggregate compensation paid or accrued by the Company during the last
three fiscal years ended November 3, 2001, November 2, 2002 and November 1, 2003
to the Chief Executive Officer of the Company and to the four most highly
compensated executive officers (other than the Chief Executive Officer) whose
compensation in salary and bonus exceeded $100,000 in the last fiscal year (the
"Named Officers") is set forth in the following table:
Summary Compensation Table
----------------------------------------------------------------------
Annual Compensation All Other Compensation
-------------------------------- ----------------------------------
Shares
Underlying
Options/
Name and Principal Position Year Salary Bonus (1) SERP (2) 401(k) (3) SARS (4)
---------------------------------------------------------------------------------------------------------------------
Joseph J. Saker (5) ..................... 2003 $413,200 $ 57,656 $161,500 $4,000
Chairman and 2002 413,200 74,732 150,100 3,400
Chief Executive Officer 2001 395,553 122,176 128,500 3,400 40,000(6)
Richard J. Saker ........................ 2003 $522,650 $ 72,476 $392,000 $4,000
President, Chief Operating 2002 504,250 90,611 523,000 3,400
Officer and Secretary (7) 2001 437,118 132,188 345,000 3,400 50,000
Michael Shapiro ......................... 2003 $202,970 $ 22,381 $ 91,300 $6,753
Senior Vice President, Chief 2002 203,857 28,164 102,400 6,150
Financial Officer and Treasurer 2001 189,351 39,430 88,400 5,421 1,000
Carl L. Montanaro ....................... 2003 $180,993 $ 18,033 $ 53,200 $6,115
Senior Vice President, Sales 2002 173,758 22,692 60,200 6,006
and Merchandising 2001 169,367 31,769 53,200 5,321 1,000
Joseph J. Saker, Jr. .................... 2003 $163,763 $ 18,033 -- $5,566
Senior Vice President, Marketing 2002 161,561 21,920 -- 5,856
and Advertising 2001 146,555 23,700 -- 5,180
(1) Incentive compensation paid or accrued pursuant to the Company's Incentive
Compensation Plans (the "Incentive Plans"). The Incentive Plans were
adopted by the Board for each of the fiscal years presented in the table
to attract, retain and motivate non-union salaried employees by providing
incentive compensation awards in cash. The Board administers the Incentive
Plans, which includes designating non-union salaried employees eligible to
participate in the Incentive Plans and awarding incentive compensation to
the eligible employees, subject to the Company achieving certain specified
levels of pre-tax profit. In administering the Incentive Plans, the Board
took into account the recommendations of the Company's executive officers,
except that determinations made with respect to the Company's Chairman of
the Board and President were made solely by the Company's independent
directors.
(2) These amounts represent the projected annual benefit at retirement as of
the end of each fiscal year for the applicable Named Officers under the
Company's Supplemental Executive Retirement Plan ("SERP"), which was
approved by the Board on January 17, 1989. Amounts payable at retirement
under the SERP range from 40% to 50% of the employee's highest average
compensation over a five-year period less primary Social Security, pension
plan benefits and 401(k) benefits and are payable until death, but for a
minimum of 120 months, except for Mr. Joseph J. Saker (See Note (5)
below). This Plan covers seven (7) executive officers and other key
employees and is intended to supplement the Company's retirement benefits.
Such amounts are not payable until the earlier of the death, disability or
retirement of the covered employee. The Company anticipates paying for
benefits as they become due out of current operating income.
The SERP provides for a pre-retirement death benefit of one-half the
amount payable upon retirement, actuarially computed, payable to the
employee's beneficiary over 120 months. If the employee dies after
retirement, such employee's beneficiary will receive the same benefit the
employee would have received if the employee had lived for 120 months. The
Company has agreed to amend the SERP for Mr. Joseph J. Saker as described
in Note (5) below. During fiscal 2003, the Company recorded $556,000 of
deferred compensation expense with respect to the SERP.
(3) Represents amounts contributed by the Company under its 401(k) Plan (the
"401(k) Plan"). The Company maintains a 401(k) Plan for all qualified
non-union employees. Employees are eligible to participate in the 401(k)
Plan after completing one (1) year of service (1,000 hours) and attaining
age 21. Employee contributions are discretionary to a maximum of 30% of
compensation but may not exceed $12,000 per year. The Company has elected
to match 25% of the employee's contributions up to 6% of employee eligible
compensation not exceeding $200,000. The Company may make additional
discretionary contributions. These discretionary contributions amounted to
2% of eligible compensation for the three calendar years ending December
31, 2003.
(4) Represents options to purchase shares of the Company's Common Stock,
granted pursuant to the Stock Incentive Plan, described more particularly
in Notes 1 and 2 in the table below captioned "Aggregated Option Exercises
in the Fiscal Year Ended November 1, 2003 and Fiscal Year-End Option
Values for the Named Officers."
9
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
(5) Effective November 2, 2003, Joseph J. Saker relinquished his position as
Chief Executive Officer of the Company, but continues to serve as an
executive officer of the Company, occupying the position of Chairman of
the Board pursuant to a two (2) year employment agreement (the "Employment
Agreement") commencing November 2, 2003 and ending October 29, 2005.
Richard J. Saker was elected by the Board to assume the position of Chief
Executive Officer.
Mr. Saker's base salary under the Employment Agreement is $325,000 and
$275,000 during the first and second years, respectively, of the term of
the agreement. Mr. Saker will be eligible to participate in the Company's
Incentive Plans and 401(k) Plan and will be entitled to receive insurance
benefits made available to other employees of the Company during the term
of the Employment Agreement. The Company has agreed to pay for the
transportation of Mr. Saker to and from the Company's offices and store
locations.
In addition, the Employment Agreement provides certain post retirement
benefits for Mr. Saker and his wife. Specifically, the Company has agreed
to provide fully paid medical and dental insurance coverage for Joseph
Saker and his wife during their respective lives. The Company will provide
certain supplemental life insurance for Mr. Saker post retirement and the
annual premiums to be paid by the Company for such insurance shall not
exceed $22,104. Also, the Company has agreed to amend its SERP, as to Mr.
Saker only, to provide for payments under that plan for the joint and
several lives of Joseph J. Saker and his wife. Each other executive
participating in the SERP is entitled to a benefit payable for his life
and, in the event of death, his beneficiary is entitled to receive a
benefit for a period of up to 120 months. See Note (2) above.
(6) As a result of a settlement with certain shareholders who initiated a
legal action against the Company, Mr. Saker returned to the Company 10,000
unvested stock options previously awarded to him under the Stock Incentive
Plan. Additional information regarding the litigation is presented in Note
14 to the Consolidated Financial Statements included in the Company's
Annual Report to Shareholders.
(7) The members of the Board elected Richard J. Saker to assume the position
of Chief Executive Officer of the Company effective November 2, 2003.
OPTION GRANTS AND EXERCISES DURING FISCAL YEAR ENDED NOVEMBER 1, 2003
The Company did not grant any stock options in the Fiscal Year Ended
November 1, 2003 nor were there any stock option exercises during that period.
Aggregated Option Exercises in the Fiscal Year Ended November 1, 2003
and Fiscal Year-End Option Values for the Named Officers
Total Number of Securities Value of Unexercised
Underlying Unexercised Options In the Money Options
at November 1, 2003 at November 1, 2003 (1)
Shares ------------------------------ -----------------------------
Acquired on Value
Name (2) Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
-------------------------------------------------------------------------------------------------------------------------
Joseph J. Saker ............. -- -- 20,000 20,000(3) $113,000 $113,000
Richard J. Saker ............ -- -- 20,000 30,000 $113,000 $169,500
Michael Shapiro ............. -- -- 250 250 $ 1,412 $ 1,412
Carl L. Montanaro ........... -- -- 500 250 $ 2,825 $ 1,412
Joseph J. Saker, Jr. ........ -- -- -- -- -- --
(1) This represents the difference between the closing price of the Company's
Common Stock on October 31, 2003, the last trading day in Fiscal 2003
($25.25), and the exercise price of the options ($19.60).
(2) All stock options were granted on August 8, 2001 (the "Grant Date") in
accordance with the Stock Incentive Plan. The stock options granted to
Messrs. Joseph J. Saker and Richard J. Saker are assignable to any of
their respective children or grandchildren who are employed by the Company
at the store manager or higher level. The options granted to Mr. Richard
J. Saker, which include 20,000 shares subject to currently exercisable
options, vest quarterly from the Grant Date over a five (5) year period.
The options granted to Mr. Joseph J. Saker, which include 20,000 shares
subject to currently exercisable options, vest quarterly from the Grant
Date over a four (4) year period. See Note (6) to the Summary Compensation
Table. All other stock options granted vest, per individual, 250 shares on
the Grant Date and 250 shares on each anniversary of the Grant Date
thereafter for the next (3) three years.
(3) See Note (6) to the Summary Compensation Table.
10
PROXY STATEMENT
PENSION PLAN
The Company maintains a defined benefit pension plan for eligible
employees. Full vesting occurs after five (5) years of service. Benefits upon
retirement prior to age 65 are reduced actuarially. Benefits under the plan are
determined by a formula equal to .6% times the highest five (5) consecutive year
average of a participant's compensation from the commencement of employment
through September 30, 1997, times the total years of service at September 30,
1997. The plan also provides for lump sum payments, which are payable under
certain circumstances. The table set forth below specifies the estimated annual
benefits payable upon normal retirement at age 65. Pursuant to a resolution
adopted by the Board on September 24, 1997, years of service and benefit
accruals for participants in the plan were frozen effective September 30, 1997.
In lieu of contributions to the defined benefit pension plan for the six (6)
calendar years ended December 31, 2003, the Board has approved contributions to
the 401(k) Plan in an amount equal to the sum of (a) two percent (2%) of the
eligible compensation of 401(k) Plan participants; and (b) $.25 for every $1.00
contributed to the 401(k) Plan by the participants for up to 6% of the
participant's eligible compensation. The Company did not make any contributions
to the 401(k) Plan prior to freezing benefit accruals under the defined benefit
pension plan.
Years of Service at September 30, 1997
--------------------------------------------------------------------------------
Remuneration 15 20 25 30 35
--------------------------------------------------------------------------------
$100,000 .............. $ 7,500 $10,000 $12,500 $15,000 $17,500
125,000 .............. 9,375 12,500 15,625 18,750 21,875
150,000 .............. 11,250 15,000 18,750 22,500 26,250
175,000 .............. 13,125 17,500 21,875 26,250 30,625
200,000 .............. 15,000 20,000 25,000 30,000 35,000
225,000 .............. 16,875 22,500 28,125 33,750 39,375
250,000 .............. 18,750 25,000 31,250 37,500 43,750
275,000 .............. 20,625 27,500 34,375 41,250 48,125
300,000 .............. 22,500 30,000 37,500 45,000 52,500
For purposes of vesting benefits under the pension plan, the Company has
credited Richard J. Saker with 23 years of service; Michael Shapiro with 3 years
of service; Joseph J. Saker, Jr. with 21 years of service; and Carl L. Montanaro
with 35 years of service. The highest five (5) consecutive year average, or
pro-rated portion thereof, of compensation through September 30, 1997 for each
of the Company's Named Officers, after giving effect to applicable limitations
under the Internal Revenue Code of 1986, as amended, is as follows: Richard J.
Saker--$150,000, Michael Shapiro--$150,000, Carl L. Montanaro--$119,000, and
Joseph J. Saker, Jr.--$99,000.
Mr. Joseph J. Saker received a lump sum distribution of $403,878 in
January 1995, representing the amount of his vested interest in the pension
plan.
DIRECTORS' COMPENSATION
All non-employee directors receive, in addition to reimbursement for their
reasonable expenses associated with attendance at meetings of the Board, an
annual retainer fee of $15,000 payable quarterly in advance, and a participation
fee of $1,000 for each meeting of the Board attended. All non-employee members
of the Audit Committee receive, in addition to reimbursement for their
reasonable expenses associated with attendance at Audit Committee meetings, a
fee of $1,000 for each Audit Committee meeting attended if held on a day other
than a day on which a Board meeting is held, and a fee of $500 for each Audit
Committee meeting attended if held on the same day as a meeting of the Board.
All non-employee members of the Stock Option Committee receive, in addition to
reimbursement for their reasonable expenses associated with attendance at Stock
Option Committee meetings, a fee of $500 for each Stock Option Committee meeting
attended if held on a day other than a day on which a Board meeting is held.
The Company paid a total of $64,750 during the fiscal year ended November
1, 2003 to directors who are not employees of the Company.
COMPLIANCE WITH REPORTING REQUIREMENTS
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities, to file reports of
ownership and changes of ownership on Forms 3, 4 and 5 with the SEC. Executive
officers, directors and greater than ten percent (10%) shareholders are required
by SEC regulation to furnish the Company with copies of all Forms 3, 4 and 5
they file.
Based solely on the Company's review of the copies of such forms it has
received, the Company believes that, during the fiscal year ended November 1,
2003, all of its executive officers, directors and greater than ten percent
(10%) beneficial owners complied with all filing requirements applicable to them
with respect to reports required to be filed by Section 16(a) of the Exchange
Act.
11
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
For the fiscal year ended November 1, 2003, the full Board performed the
functions of a board compensation committee. Executive officers who served on
the Board during fiscal 2003 were Mr. Joseph J. Saker, Chairman of the Board and
Chief Executive Officer (see discussion in Compensation Report of Board of
Directors), and Mr. Richard J. Saker, President, Chief Operating Officer and
Secretary. The Board acted on matters of compensation for the Chief Executive
Officer and the Chief Operating Officer, with each of such officers abstaining
from any compensation decisions relating specifically to them.
COMPENSATION REPORT OF THE BOARD OF DIRECTORS
The Company's independent directors are responsible for determining the
compensation of the Company's Chief Executive Officer and its Chief Operating
Officer. During fiscal 2003, Joseph J. Saker served as the Company's Chief
Executive Officer and Richard J. Saker served as the Company's Chief Operating
Officer. In order to arrive at an appropriate level of compensation for the
Company's Chief Executive Officer and Chief Operating Officer for the fiscal
year ended November 1, 2003, the independent directors considered a variety of
factors presented in this report.
Corporate data for chief executive officers and chief operating officers
of similar sized grocery retailing organizations throughout the country as well
as the Company's financial performance and other achievements during the fiscal
year ended November 2, 2002 were reviewed and considered by the Company's
independent directors in determining compensation levels for the Company's Chief
Executive Officer and Chief Operating Officer for fiscal 2003. In addition, the
independent directors continued their consideration of the "management service
fee" approach in determining compensation levels for the Company's Chief
Executive Officer and Chief Operating Officer. The management service fee
concept uses competitive data to evaluate appropriate relative compensation
levels between a corporation's chief executive officer and chief operating
officer in circumstances where the duties of these offices overlap. In addition,
the independent directors took into account the fact that both the Chief
Executive Officer and Chief Operating Officer of the Company have personally
guaranteed significant amounts of indebtedness owed by the Company to Wakefern.
After careful consideration of the various factors, including, among
others, the facts referenced above, the independent directors determined that
there would be no change in the base salary of the Chief Executive Officer and
that the base salary of the Chief Operating Officer should be increased by three
percent (3%) for the fiscal year ended November 1, 2003. See "Executive
Compensation--Summary Compensation Table."
As of the end of the 2003 fiscal year, Joseph J. Saker relinquished his
role as Chief Executive Officer of the Company. Recognizing the substantial
contribution that Mr. Saker has made and is expected to continue to make to the
growth, development and successful operation of the Company, including his
personal guaranty of the Company's indebtedness to Wakefern, the Board
determined that it was in the best interests of the Company and its shareholders
that Joseph Saker's judgment and experience remain available to the Company and
that he continue to serve as an executive officer of the Company occupying the
position of Chairman of the Board. The Board approved a two (2) year employment
agreement between the Company and Joseph J. Saker beginning November 2, 2003.
See Note (5) to the Summary Compensation Table.
The members of the Board have elected Richard J. Saker to assume the
position of Chief Executive Officer of the Company based upon his substantial
experience in supermarket operations, his long tenure as an executive officer of
the Company and his substantial contribution to the growth and development of
the Company.
Historically, the Company's Chief Executive Officer and Chief Operating
Officer make determinations with respect to cash compensation paid to other
executive officers of the Company. In addition to considering market
comparisons, salaries paid to executive officers are based on the executive's
level of responsibility, experience in his role, and the overall performance and
condition of the Company and the economy at large.
The Company's Board is responsible for administration of the Company's
2003 Incentive Compensation Plan (the "Incentive Compensation Plan"). Pursuant
to the Incentive Compensation Plan, the Company has undertaken to pay incentive
compensation to designated employees if it achieved certain adjusted pre-tax
profit levels. The terms of the Incentive Compensation Plan are generally
consistent with the terms of incentive compensation plans adopted and approved
by the Company for prior fiscal years. Pursuant to the Incentive Compensation
Plan, the Board awarded cash incentive compensation to certain non-union
salaried employees of the Company, including Mr. Joseph J. Saker and Mr. Richard
J. Saker. See "Executive Compensation--Summary Compensation Table."
The Stock Option Committee of the Board, which consists of its outside
directors, administers the Company's Stock Incentive Plan. The Stock Incentive
Plan enables the Company to grant stock-based and other forms of incentives,
including stock options, stock appreciation rights, phantom stock, and
restricted stock, among others. The Stock Option Committee may select from among
these types of awards, and may combine different types of awards within
individual grants, to establish individual grants affording long-term
incentives, for the purpose of better aligning the interests of the Company's
management with those of its shareholders. The Stock Option Committee did not
grant any awards to the Company's key executives and directors during the fiscal
year ended November 1, 2003.
12
PROXY STATEMENT
Section 162(m) of the Internal Revenue Code places a limit of $1,000,000
(per person) on the amount of compensation that may be deducted by a public
company in any year for compensation paid to each of a corporation's Named
Officers. Qualifying performance based compensation is not subject to the
deduction limit if certain requirements are satisfied. The grant of options to
the Named Officers in 2001 under the Stock Incentive Plan does not qualify as
performance based compensation. The exercise of these options could result in
deductible compensation in excess of the limit imposed by Section 162(m). The
Board may award compensation that may be non-deductible under Section 162(m)
when, in the exercise of its business judgment, such award would be in the best
interests of the Company. The Section 162(m) limitation has not yet had any
effect upon the Company and its ability to deduct, for tax purposes,
compensation paid to its Named Officers.
The Company's independent directors believe that the best interests of the
Company and its shareholders are served by the Company's current compensation
programs. The Board members will continue to review the Company's compensation
plans periodically to determine what changes, if any, should be implemented to
their structure, taking into account the Company's financial condition and
performance.
Submitted by: Charles T. Parton
Albert A. Zager
Robert H. Hutchins
PERFORMANCE ANALYSIS
Set forth below is a line graph comparing the cumulative total return of
the Company, the AMEX Wholesale & Retail Trade Index, the Standard & Poor's 500
Composite Stock Price Index and the AMEX Composite Index for the five years
commencing October 31, 1998 and ended November 1, 2003. The graph assumes that
$100 was invested on October 31, 1998 in the Company's Common Stock, the
AMEX Wholesale & Retail Trade Index, the Standard & Poor's 500 Composite Stock
Price Index and the AMEX Composite Index and that all dividends, if any, were
reinvested.
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
FOODARAMA SUPERMARKETS, INC.
PRICE PERFORMANCE GRAPH
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
(Dollars)
AMEX COMPOSITE 100 124.08 140.89 127.70 128.44 164.75
AMEX INDUSTRY 100 106.38 70.88 54.57 56.68 80.02
FOODARAMA 100 89.45 57.42 127.34 84.38 78.91
S&P 500 100 124.05 130.10 96.46 82.00 95.63
CERTAIN TRANSACTIONS
(a) Transactions with Management and Certain Business Relationships
As required by the By-Laws of Wakefern, the obligations owed by the
Company to Wakefern are personally guaranteed by Joseph J. Saker, Richard J.
Saker, Joseph J. Saker, Jr. and Thomas A. Saker. As of November 1, 2003 the
Company was indebted to Wakefern in the amount of approximately $37,506,000 for
current charges in the ordinary course of business. Wakefern presently requires
each of its shareholders to invest up to $650,000 in Wakefern's non-voting
capital stock for each store operated by it, computed in accordance with a
formula based on the volume of such store's purchases from Wakefern. As of
November 1, 2003, the Company had a 15.6% investment in Wakefern of $15,093,000.
As a shareholder member of Wakefern, the Company earns a share of any annual
Wakefern patronage dividend. The dividend is based on the distribution of
operating profits on a pro rata basis in proportion to the dollar volume of
business transacted by each member with Wakefern during each fiscal year. As of
November 1, 2003, the Company was indebted in connection with an investment in
Wakefern. The debt of $3,975,000 was non-interest bearing and payable in
scheduled installments over a period of up to seven (7) years. Additional
information with respect to the Company's relationship with Wakefern is
contained in the Company's 2003 Annual Report on Form 10-K and in the notes to
the Company's 2003 financial statements.
13
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
The Company also has an investment in Insure-Rite, Ltd., another company
affiliated with Wakefern, of $1,080,000 as of November 1, 2003. Insure-Rite,
Ltd. provides the Company with a portion of its liability insurance coverage
with the balance paid through Wakefern to private carriers. Insurance premiums
paid to Wakefern, including amounts due Insure-Rite, Ltd., were $4,599,000 in
fiscal 2003 and the Company believes that such amount is comparable to the
amount that would be charged by a similarly situated unaffiliated general
liability and property insurer.
The Company leases from Joseph J. Saker, the Chairman of the Company, and
his wife, doing business as Saker Enterprises, a 57,000 square foot supermarket
in Freehold, New Jersey, under a lease expiring December 31, 2018. This lease
provides for four five year extension options. The Company also leases from
Saker Enterprises a 5,200 square foot garden center building and 5,000 square
feet of yard area under a lease which expired on December 31, 2003. The Company
continues to lease the property on a month-to-month basis and is in the process
of entering into another long term lease. In addition, the Company leases from
Saker Enterprises 9,000 square feet of space for its liquor store under a lease
expiring December 31, 2008. Both properties are located in the same shopping
center as the supermarket. During the fiscal year ended November 1, 2003, an
aggregate amount for rent (including taxes and insurance) of $941,000 was paid
by the Company to Saker Enterprises for the supermarket, garden center and
liquor store.
The Company subleases from Wakefern a supermarket in East Windsor, New
Jersey under a sublease expiring in 2008. The Company also subleases from
Wakefern a supermarket in Marlboro, New Jersey under a sublease expiring in
2006. During the fiscal year ended November 1, 2003, aggregate amounts for rent
of $1,141,000 and $837,000 were paid by the Company to Wakefern for the East
Windsor supermarket and the Marlboro supermarket, respectively. Upon expiration
of these subleases, the underlying leases will be assigned to and assumed by the
Company provided that certain conditions, which include the absence of defaults
by the Company in its obligations to Wakefern and the Company's lenders, and the
maintenance of a specified level of net worth, are satisfied. The term of the
leases for the East Windsor and Marlboro supermarkets expire in 2018 and 2021,
respectively.
The Company believes that the terms of the foregoing transactions are
comparable to those available from non-affiliated persons under similar
circumstances.
(b) Indebtedness of Management
None.
INDEPENDENT AUDITORS
The firm of Amper, Politziner & Mattia, P.C., Independent Certified Public
Accountants, was retained as independent auditors to the Company for the year
ended November 1, 2003 by the Audit Committee of the Board of Directors. A
representative of Amper, Politziner & Mattia, P.C. will be present at the Annual
Meeting to make a statement, if desired, and to respond to appropriate
questions.
ANNUAL REPORT
The Company's Annual Report to shareholders for the fiscal year ended
November 1, 2003, including financial statements, which Annual Report is not
part of this proxy solicitation material, is being mailed to shareholders with
the proxy solicitation.
OTHER BUSINESS
Management is not aware at this time of any other matters to be presented
for action. If, however, any other matters properly come before the Annual
Meeting, unless otherwise directed, the persons named in the proxy intend to
vote in accordance with their judgment on the matters presented.
PROXY SOLICITATION
The cost of solicitation of proxies will be borne by the Company. Such
solicitation will be made by mail and may also be made by the Company's
directors, officers, or regular employees personally or by telephone or
telegraph. Brokerage houses, nominees, fiduciaries and other custodians will be
requested to forward soliciting materials to beneficial owners of shares and
will be reimbursed by the Company for their reasonable expenses. The Company
does not expect to pay any compensation to third parties for the solicitation of
proxies unless such solicitation has been requested by the Company.
14
PROXY STATEMENT
SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
The Board has adopted a formal process to be followed for those
shareholders who wish to communicate directly with the Board or any individual
director of the Company. A shareholder can contact the Board, or any individual
director, by sending a written communication to: Board of Directors, Foodarama
Supermarkets, Inc., c/o Vice President--Internal Audit, 922 Highway #33,
Building 6, Suite 1, Freehold, NJ 07728. A shareholder's letter should also
indicate that he or she is a Foodarama shareholder. The Vice President--Internal
Audit of the Company shall either (a) distribute such communication to the
Board, or a member or members thereof, as appropriate depending upon the facts
and circumstances described in the communication received; or (b) determine that
the communication should not be forwarded to the Board because, in his or her
judgment, (i) the communication is primarily commercial in nature and relates to
the Company's ordinary business or relates to a topic that is improper or not
relevant to the Board; or (ii) the Company's management can adequately handle
the shareholder inquiry or request, in which case the inquiry or request will be
forwarded to the appropriate individual. If a shareholder communication is
addressed to one or more members of the Board, but not the entire Board, the
Vice President--Internal Audit shall notify any member of the Board to whom such
communication was not addressed that such communication was received and shall
provide a copy of such communication upon request.
SHAREHOLDER PROPOSALS AND NOMINEES FOR DIRECTOR
A shareholder of the Company who wishes to present a proposal for action
at the Company's 2005 annual meeting of shareholders must submit such proposal
to the Company and such proposal must be received by the Company by November 2,
2004. A shareholder wishing to submit a proposal should write to the Company's
Secretary and include a detailed description of such proposal.
The independent directors of the Board will also consider nominees for
director suggested by shareholders of the Company applying the same criteria for
nominees described under "Nominees as a Director of the Company--Nomination
Process" and considering the additional information required below. A
shareholder who wishes to suggest a nominee for director should write to the
Company's Secretary and include the following information: (1) the name and
contact information for the nominee; (2) a statement of the nominee's business
experience and educational background; (3) a detailed description describing any
relationship between the nominee and the proposing shareholder; (4) a statement
by the shareholder explaining why he or she believes that the nominee is
qualified to serve on the Board and how his or her service would benefit the
Company; and (5) a statement that the nominee is willing to be considered and
willing to serve as a director of the Company if nominated and elected. A
shareholder wishing to suggest a nominee for director for possible consideration
at the Company's 2005 annual meeting of shareholders must submit the required
information to the Company and such information must be received by the Company
by November 2, 2004. The Board retains complete discretion for making
nominations for election as a member of the Board.
ANNUAL REPORT ON FORM 10-K
On written request, the Company will provide without charge to each record
or beneficial holder of the Company's Common Stock, a copy of the Company's
Annual Report on Form 10-K as filed with the SEC for the fiscal year ended
November 1, 2003. Requests should be addressed to Mr. Joseph C. Troilo, Senior
Vice President--Financial Administration, Foodarama Supermarkets, Inc., 922
Highway 33, Building 6, Suite 1, Freehold, New Jersey 07728.
By Order of the Board of Directors,
/s/ Richard J. Saker
Howell, New Jersey Richard J. Saker,
March 1, 2004 Secretary
15
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
----------------------------
APPENDIX A
----------------------------
FOODARAMA SUPERMARKETS, INC.
AUDIT COMMITTEE CHARTER
(Adopted on June 7, 2000; amended on September 25, 2003;
further amended on January 15, 2004)
I. PURPOSE
The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors (the "Board") of Foodarama Supermarkets, Inc. (the
"Corporation"), in fulfilling its responsibility to oversee the business and
affairs of the Corporation. The Committee's primary duties and responsibilities
are to: 1) serve as an independent and objective body to monitor the financial
reporting process and internal control system of the Corporation; 2) oversee the
quality and integrity of the financial statements of the Corporation; 3) review
and appraise the qualifications, performance and independence of the
Corporation's independent auditors; 4) review and appraise the performance of
the Corporation's internal audit department; 5) provide an open forum for
communication among the independent auditors, senior financial officers, other
members of management, the internal audit department and the Board; 6) prepare
an annual Committee report to be included in the Corporation's proxy statement
as required by the regulations of the United States Securities and Exchange
Commission (the "SEC"); and 7) assist in assuring the Corporation's compliance
with legal and regulatory requirements. The Committee will fulfill these
responsibilities primarily by carrying out the activities enumerated in Section
IV of this Audit Committee Charter (this "Charter"). In addition, it shall
encourage continuous improvement of and adherence to the Corporation's policies,
procedures and practices, including, but not limited to, the Corporation's Code
of Conduct.
II. COMPOSITION
The Committee shall be comprised of a minimum of three (3) directors, as
determined by the Board, who qualify as "independent" directors in accordance
with the rules and regulations of the American Stock Exchange ("AMEX") and the
SEC, as such rules and regulations may be amended from time to time.
All Committee members shall be financially literate at the time of their
appointment or election, which includes having a working familiarity with basic
finance and accounting practices, and shall have sufficient financial expertise
and ability to enable them to discharge their responsibilities. At least one
member of the Committee shall qualify as a "financial expert." The term
"financial expert" shall have the meaning ascribed thereto in the rules and
regulations of the SEC, as such rules and regulations may be amended from time
to time. Committee members may enhance their familiarity with finance and
accounting by participating in educational programs.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board and shall serve until their successors shall
be duly elected and qualified. The Board may remove a member of the Committee in
its discretion. Unless a Chair is elected by the full Board, the members of the
Committee may designate a Chair by majority vote of the full Committee
membership.
III. MEETINGS AND REPORTS
The Committee shall meet quarterly, or more frequently as circumstances
dictate. As part of its job to foster open communication and inquiry, the
Committee shall meet at least annually with management, the director of the
internal audit department and the independent auditors in separate sessions to
discuss any matters that the Committee or each of these groups believes should
be discussed. In addition, the Committee shall meet in a separate session with
the independent auditors at least twice a year to review the Corporation's
financial statements. The Committee shall meet with senior management and the
independent auditors at least quarterly to review the Corporation's financial
statements and the quarterly report on Form 10-Q, and three of such meetings may
be via teleconferencing or other electronic means.
16
PROXY STATEMENT
The Committee is authorized to retain persons having special competence,
legal counsel and other advisors as may be necessary or appropriate to assist
the Committee in fully complying with all duties and obligations set forth in
this Charter. The Committee shall make regular reports to the Board of its
activities, which shall include, where appropriate, recommendations for future
action by the Board. The Board shall ensure that the Committee is adequately
funded to (i) compensate any registered public accounting firm engaged for the
purpose of preparing or issuing an audit report or performing other audit,
review or attest services for the Corporation; (ii) compensate any registered
public accounting firm engaged for the purpose of providing non-audit services;
and (iii) carry-out the activities and utilize the resources provided for
herein.
IV. RESPONSIBILITIES AND DUTIES
In order to fulfill its purpose, the Committee shall have the following
responsibilities and duties:
Documents and Reports
1. Review and assess the adequacy of this Charter annually and update this
Charter as conditions warrant.
2. Review the regular internal reports to management prepared by the internal
audit department and management's response to such reports.
3. Review with senior financial officers and the independent auditors the
quarterly report on Form 10-Q, including significant changes in accounting
principles or their application, disclosure under Management's Discussion
and Analysis of Financial Condition and Results of Operations, the
discussion of the Corporation's critical accounting policies and
estimates, the certification of financial statements included in the Form
10-Q and other financial information, prior to the filing of the Form 10-Q
with the SEC or prior to the release of earnings to the public. The Chair
of the Committee may represent the entire Committee for purposes of this
review.
4. Review with senior financial officers and the independent auditors the
annual report on Form 10-K, including significant changes in accounting
principles or their application, disclosure under Management's Discussion
and Analysis of Financial Condition and Results of Operations, the
discussion of the Corporation's critical accounting policies and
estimates, the certification of financial statements included in the Form
10-K and other financial information, prior to the filing of the Form 10-K
with the SEC or prior to the release of earnings to the public.
5. Recommend to the Board that the annual financial statements of the
Corporation be included in the Corporation's annual report on Form 10-K.
6. Review with senior financial officers and the independent auditors, as
appropriate, the annual report to shareholders prior to its distribution
to shareholders and prior to its filing with the SEC.
7. Prepare an annual Committee report to be included in the Corporation's
proxy statement as required by SEC regulations.
Independent Auditors
8. Evaluate and select the independent auditors, considering independence and
effectiveness, and approve the terms of the engagement and the fees and
other compensation to be paid to the independent auditors. On an annual
basis, the Committee shall review and discuss with the auditors all
significant relationships the auditors have with the Corporation to
determine the independence of the auditors.
9. Pre-approve any permissible non-audit services to be provided to the
Corporation by the independent auditors and the fees associated with such
non-audit services.
10. Pre-approve any non-audit services to be provided to the Corporation by
outside consultants, other than the independent auditors, and the fees
associated with such non-audit services.
11. Periodically consult with the independent auditors about internal controls
and procedures and the completeness and accuracy of the Corporation's
financial statements and other financial information.
12. Review the performance of the independent auditors and approve any
proposed discharge of the independent auditors when circumstances warrant.
The Committee shall request, at least annually, a report from the
independent auditors detailing (i) the auditors' internal quality control
procedures, (ii) any problems or material issues raised by recent internal
quality control reviews, investigations or inquiries, or by any inquiry or
investigation by governmental or professional authorities, and (iii) the
steps taken to rectify any factors that would call into question the
auditors' independence, including all relationships between the
Corporation and the auditors.
13. Ensure that the lead audit partner assigned by the Corporation's
independent auditors to the Corporation, as well as the audit partner
responsible for reviewing the Corporation's audit, shall be changed at
least every five (5) years.
17
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
14. Establish and enforce clear hiring policies with regard to employees and
former employees of the Corporation's independent auditors. The Committee
shall enforce a one-year cooling-off period before the lead partner, the
concurring partner or any other member of an audit engagement team who
provides more than ten hours of audit services during an annual audit
period may be employed by the Corporation in a financial oversight role,
including, without limitation, as a member of the Board, chief executive
officer, president, chief financial officer, chief operating officer,
chief accounting officer, controller, director of internal audit or an
equivalent position.
Financial Reporting Process
15. In consultation with the independent auditors and internal audit
department, review the integrity of the Corporation's financial reporting
processes, both internal and external, including the adequacy of the
Corporation's disclosure controls and procedures.
16. Discuss with the independent auditors any material correcting adjustments
that have been identified by the independent auditors and made to conform
with generally accepted accounting principles.
17. Consider the judgments of the independent auditors concerning the quality
and appropriateness of the Corporation's accounting principles as applied
in its financial reporting.
18. Consider and approve, if appropriate, major changes to the Corporation's
auditing and accounting principles and practices as suggested by the
independent auditors, management or the internal audit department,
including alternatives to, and the rationale for, the decisions made.
19. Review and discuss with management, senior financial officers, the
internal audit department and the independent auditors the Corporation's
policies with respect to risk assessment and risk management, including
the Corporation's major financial risk exposure and steps taken by
management to monitor and mitigate such exposure.
20. Discuss with the Corporation's principal executive and senior financial
officers and the Corporation's independent auditors all significant
deficiencies in the design or operation of internal controls and
procedures which could adversely affect the Corporation's ability to
record, process, summarize and report financial data and any material
weaknesses in internal controls, and, any fraud, whether or not material,
that involves management or other employees who have a significant role in
the Corporation's internal controls.
21. Discuss with the Disclosure Committee (the "Disclosure Committee") of the
Corporation (i) the information contained in the Corporation's financial
statements and reports to the SEC, (ii) the effectiveness of the
Corporation's disclosure controls and procedures, and (iii) any change in
the Corporation's internal control over financial reporting that has
materially affected or is reasonably likely to materially affect the
Corporation's internal control over financial reporting. The Disclosure
Committee shall (i) take appropriate measures to assure that the reports
that the Corporation files with the SEC pursuant to the Securities
Exchange Act of 1934, as amended, disclose all information required to be
disclosed in such reports, and (ii) modify the Corporation's disclosure
controls and procedures, as necessary.
Process Improvement
22. Establish regular and separate systems of reporting to the Committee by
management and the independent auditors regarding any significant
judgments made by management or the independent auditors in its
preparation of the financial statements.
23. Establish regular and separate systems of reporting to the Committee by
the Corporation's internal audit department and the Vice
President--Internal Audit. The Committee shall review (i) the activities,
duties and obligations of the Corporation's internal audit department and
the Vice President--Internal Audit, including, but not limited to, the
preparation of the annual internal audit plan and budget and those duties
and obligations prescribed in the Corporation's Code of Conduct, and (ii)
the results of any and all audit work performed by the internal audit
department or the Vice President--Internal Audit.
24. Following completion of the annual audit, review separately with each of
management, the independent auditors and the internal audit department any
significant difficulties encountered during the course of the audit,
including, but not limited to, any restrictions on the scope of work or
access to required information.
25. Review with management, the independent auditors and the internal audit
department the extent to which changes or improvements in financial or
accounting practices, as approved by the Committee, have been implemented.
26. Review and resolve any significant disagreement among management and the
independent auditors or the internal audit department in connection with
the preparation of the financial statements or other financial
information.
27. Oversee and evaluate all related party transactions proposed to be entered
into by the Corporation.
28. Assess annually the overall performance and effectiveness of the
Committee.
18
PROXY STATEMENT
Ethical and Legal Compliance
29. Review and update periodically the Corporation's Code of Conduct and
determine that there is an established system to enforce the Code of
Conduct.
30. Review the system established by management to enforce the Code of
Conduct. Review management's monitoring of the Corporation's compliance
with the Code of Conduct.
31. Review and investigate any matters pertaining to the integrity of
management, including conflicts of interest and adherence to standards of
business conduct as required in the Code of Conduct.
32. Review the system established by management to ensure that the
Corporation's financial statements and reports are accurately and timely
disseminated to governmental organizations and the public and satisfy all
legal requirements.
33. Review the organizational structure of the internal audit department and
the qualifications of the internal audit department staff.
34. Review with the Corporation's counsel any legal matter that could have a
significant impact on the organization's financial statements or other
financial information.
35. Review with the Corporation's counsel legal compliance and regulatory
matters.
36. Perform any other activities consistent with this Charter, the
Corporation's By-Laws, rules of the AMEX and governing law, as the
Committee or the Board deems necessary or appropriate.
Complaint Procedures
37. Establish written procedures consistent with the Code of Conduct for
handling complaints regarding accounting, internal accounting controls and
auditing matters, including procedures for confidential, anonymous
submission of concerns by employees regarding accounting and auditing
matters.
38. Establish written procedures for the confidential receipt, retention and
consideration of any report by an attorney of evidence of (i) a material
violation of any applicable Federal or state securities law, (ii) a
material breach of fiduciary duty arising under Federal or state law, or
(iii) a similar material violation of any Federal or state law, by the
Corporation or any officer, director, employee or agent of the
Corporation.
39. Investigate any matter brought to the Committee's attention with full
access to all books, records, facilities and personnel of the Corporation,
and make recommendations to the Board as to any corrective or remedial
action unless such action shall be within the purview of the authority of
this Committee. The Committee is authorized to retain such additional
expert personnel as the Committee may deem necessary in connection with
any such investigation.
19
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
THIS PAGE INTENTIONALLY LEFT BLANK.
20
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For Shares of Common Stock
FOODARAMA SUPERMARKETS, INC.
PROXY FOR 2004 ANNUAL MEETING OF SHAREHOLDERS
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby constitutes and appoints Joseph J. Saker and
Richard J. Saker and each of them, the attorneys and proxies of the undersigned
with full power of substitution to appear and to vote all of the shares of
Common Stock of FOODARAMA SUPERMARKETS, INC. registered in the name of the
undersigned at the close of business on February 20, 2004, at the 2004 Annual
Meeting of Shareholders of said Company which will be held on Wednesday, April
14, 2004 at 922 Highway 33, Building 6, Suite 1, Howell, New Jersey at 2:00
p.m., local time, or any postponements or adjournments thereof, for the purposes
more fully described in the accompanying Proxy Statement, and in their
discretion, on other matters which properly come before the meeting. The Board
of Directors recommends a vote "FOR" the election of the persons nominated to
serve as members of the Board of Directors of the Company.
(Continued and to be Signed on the Reverse Side)
--------------------------------------------------------------------------------
Please date, sign and mail your
proxy card back as soon as possible.
Annual Meeting of Shareholders
FOODARAMA SUPERMARKETS, INC.
April 14, 2004
Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------
A |X| Please mark
your votes as
in this example
1. Election of FOR WITHHELD
Directors |_| |_| Nominees: Joseph J. Saker
Richard J. Saker
Charles T. Parton
Albert A. Zager
Robert H. Hutchins
INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name here:
___________________________________________________
2. The Proxy is authorized to act upon matters which are incident to the
conduct of the meeting and to transact such other business as may properly
come before the meeting.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. Unless otherwise indicated above or unless this
Proxy is revoked, the shares represented by this Proxy will be voted for the
nominees for Director, Joseph J. Saker, Richard J. Saker, Charles T. Parton,
Albert A. Zager and Robert H. Hutchins, and in the discretion of said Proxy, on
any other matter which may properly come before the meeting or any postponements
or adjournments thereof.
I will attend |_| I will not attend |_|
the Annual the Annual
Meeting Meeting
SIGNATURE ________________ DATE _______ SIGNATURE ________________ DATE ________
NOTE: Please sign your name exactly as your name appears on the label attached
hereto, and when signing as attorney, executor, administrator, trustee or
guardian, please give the full title as such. If the signatory is a corporation,
sign the full corporate name by a duly authorized officer, or if a partnership,
sign in partnership name by an authorized person.
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