SHAREHOLDERS’ EQUITY

12 Months Ended

Jul. 31, 2021

The Company has two classes of common stock. Class A common stock is entitled to one vote per share and to cash dividends as declared 54% greater than those paid on Class B common stock. Class B common stock is entitled to 10 votes per share. Class A and Class B common stock share equally on a per share basis in any distributions in liquidation. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time. Class B common stock is not transferable except to another holder of Class B common stock or by will or under the laws of intestacy or pursuant to a resolution of the Board of Directors of the Company approving the transfer. As a result of this voting structure, the holders of the Class B common stock control greater than 50% of the total voting power of the shareholders of the Company and control the election of the Board of Directors.

The Company has authorized 10,000 shares of preferred stock. No shares have been issued. The Board of Directors is authorized to designate series, preferences, powers and participations of any preferred stock issued.

The Company maintains share repurchase programs that comply with Rule 10b5-1 under the Securities Exchange Act of 1934. Repurchases of Village Class A common stock may be made from time to time through a variety of methods, including open market purchases and other negotiated transactions. In September 2019, the Company's Board of Directors authorized an incremental $5,000 share repurchase program, supplementing the existing authorization. The Company made open market purchases totaling $2,482 under this repurchase program in fiscal 2020 and an additional $1,907 in shares of Class A Common Stock were surrendered in satisfaction of withholding taxes in connection with the vesting of restricted shares in fiscal 2020. The Company's share repurchase program had $3,203 remaining at July 31, 2021 and July 25, 2020.

Village has two share-based compensation plans, which are described below. The compensation cost charged against income for these plans was $2,522 and $2,958 in fiscal 2021 and 2020, respectively. Total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $633 and $202 in fiscal 2021 and 2020, respectively.

On December 16, 2016, the shareholders of the Company approved the Village Super Market, Inc. 2016 Stock Plan (the “2016 Plan”) under which awards of incentive and non-qualified stock options and restricted stock may be made. There are 1,200 shares of Class A common stock authorized for issuance to employees and directors under the 2016 Plan. Terms and conditions of awards are determined by the Board of Directors. Restricted stock awards primarily cliff vest three years from the date of grant. There are 1,078 shares remaining for future grants under the 2016 Plan.

The following table summarizes option activity under all plans for the following years:


	2021			2020
	Shares	Weighted-average exercise price		Shares	Weighted-average exercise price
Outstanding at beginning of year	156	$	28.43	245	$	28.43

Exercised	—	—		—	—
Forfeited	(54)	27.40		(89)	28.42
Expired	—	$	—	—	$	—

Outstanding at end of year	102	$	28.98	156	$	28.43

Options exercisable at end of year	102	$	28.98	156	$	28.43

As of July 31, 2021, the weighted-average remaining contractual term of options outstanding and options exercisable was 2.6 years. As of July 31, 2021, the aggregate intrinsic value was $0 for both options outstanding and options exercisable. The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model. The Company uses historical data for similar groups of employees in order to estimate the expected life of options granted. Expected volatility is based on the historical volatility of the Company’s stock for a period of years corresponding to the expected life of the option. The risk-free interest rate is based on the U.S. Treasury yield curve at the time of grant for securities with a maturity period similar to the expected life of the option.

The following table summarizes restricted stock activity under all plans for the following years:


	2021			2020
	Shares	Weighted-average grant date fair value		Shares	Weighted-average grant date fair value
Nonvested at beginning of year	413	$	19.40	323	$	27.02
Granted	8	25.06		412	19.40
Vested	(14)	18.98		(302)	27.14
Forfeited	(15)	18.98		(20)	25.59

Nonvested at end of year	392	$	19.55	413	$	19.40

The total fair value of restricted shares vested during fiscal 2021 and 2020 was $363 and $5,968, respectively.

As of July 31, 2021, there was $4,172 of total unrecognized compensation costs related to nonvested restricted stock granted under the above plans. That cost is expected to be recognized over a weighted-average period of 1.6 years.

The Company declared and paid cash dividends on common stock as follows:


	2021		2020
Per share:
Class A common stock	$	1.00	$	1.00
Class B common stock	0.65		0.65

Aggregate:
Class A common stock	$	10,259	$	10,174
Class B common stock	2,791		2,791

	$	13,050	$	12,965