WEIS MARKETS INC (WMK)
Sector: Consumer Staples
2026 Annual Meeting Analysis
WEIS MARKETS INC · Meeting: April 30, 2026
Directors FOR
0
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Jonathan Weis has served on the board since 1996 and is the CEO; over the past three years, Weis Markets' stock has lost about 11% while the company's own peer group gained a median of roughly 104%, a gap of nearly 115 percentage points — far exceeding the 20-percentage-point trigger that applies when a company's stock has declined in absolute terms; the 5-year record does not rescue the vote because WMK still trails peers by more than 60 percentage points over five years, which also exceeds the applicable threshold; additionally, as a member of the controlling Weis family (holding roughly 21.5% of shares and acting as part of a group controlling ~61% of votes), he represents a concentration of insider influence that further weighs against support.
Harold Graber joined the board in 2011 as a former senior company officer; his tenure fully overlaps the three-year underperformance period during which Weis Markets' stock declined roughly 11% while peer-group companies gained a median of about 104%, a gap of nearly 115 percentage points that far exceeds the 20-point trigger; the five-year record also shows a gap of more than 60 percentage points versus peers, so the longer-term check does not convert this to a FOR vote.
Dennis Hatchell has served on the board since 2015 and chairs the Audit Committee; his tenure covers the full three-year period during which Weis Markets' stock fell while peers surged, producing a gap of nearly 115 percentage points against the peer median — well above the 20-point threshold that applies when absolute stock returns are negative; the five-year check also shows a gap exceeding 60 percentage points, so the longer-term record does not override the trigger.
Edward Lauth has served on the board since 2012 and chaired the Special Committee formed in 2025; his full tenure overlaps the three-year period in which Weis Markets' stock declined about 11% while the peer group gained a median of roughly 104%, a gap of nearly 115 percentage points — far exceeding the 20-point trigger for companies with negative absolute returns; the five-year gap of more than 60 percentage points versus peers also exceeds the applicable threshold, so the longer-term record provides no relief.
Gerrald Silverman has served on the board since 2010 and chairs the Compensation Committee; his tenure fully covers the three-year period during which Weis Markets' stock lost about 11% while the peer-group median gained roughly 104%, a gap of nearly 115 percentage points that far exceeds the 20-point trigger applicable to companies with negative absolute stock returns; the five-year relative underperformance of more than 60 percentage points also exceeds the threshold, so the longer-term record does not convert this to a FOR vote.
For Analysis
All five director nominees receive an AGAINST vote. The company's stock has declined approximately 11% over the past three years while the company's own disclosed peer group gained a median of roughly 104% — a gap of nearly 115 percentage points, far exceeding the 20-percentage-point trigger that applies when absolute returns are negative. The five-year supplementary check also fails: Weis Markets trails peers by more than 60 percentage points over five years, which exceeds the applicable threshold, so no votes are converted to FOR on the basis of longer-term performance. All five directors have served long enough (each since at least 2015 or earlier) for their tenures to fully overlap the underperformance period. No director qualifications or attendance issues were identified as separate concerns — the sole basis for AGAINST across the slate is the sustained, severe stock underperformance relative to peers.
Say on Pay
✗ AGAINSTCEO
Jonathan H. Weis
Total Comp
$6,756,936
Prior Support
N/A
The compensation program has two structural problems that warrant an AGAINST vote. First, a meaningful portion of the pay labeled as 'incentive' is actually guaranteed: the CEO's retention award (equal to 200% of his base salary, or roughly $2.8 million target) vests simply for remaining employed, with no performance condition at all — this is effectively fixed pay dressed up as a bonus, which our policy treats as a No trigger. Second, the pay-for-performance alignment fails: even after accounting for lower payouts in fiscal 2025, executive variable pay remained well above what peers of comparable size typically pay, while Weis Markets' stock underperformed its own peer group by nearly 115 percentage points over three years — the exact situation the policy identifies as incentive pay that is not aligned with shareholder outcomes. The recent financial restatement and associated clawback recoveries (over $1.28 million in total, with the CEO's share exceeding $660,000, all still in progress) further highlight that the compensation program produced outcomes disconnected from accurate financial results.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
N/A
Audit Fees
$1,288,000
Non-Audit Fees
$320,000
Tax fees paid to RSM US LLP represent about 24.8% of audit fees ($320,000 divided by $1,288,000), which is well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; RSM US LLP is a large national firm appropriate for a company of Weis Markets' roughly $1.7 billion market cap; no material restatements attributable to audit failure were identified; accordingly, all policy screens pass and ratification is supported.
Overall Assessment
The 2026 Weis Markets annual meeting presents a ballot where AGAINST votes are warranted on all five director nominees and on the executive compensation proposal. The unifying theme is severe, sustained underperformance: Weis Markets' stock has declined roughly 11% over three years while the company's own peer group gained a median of about 104%, a gap of nearly 115 percentage points that triggers AGAINST votes for every director under our policy; the same underperformance disqualifies the incentive pay program, which also suffers from a structural flaw — guaranteed retention cash payments that carry no performance conditions. The auditor ratification is the one straightforward FOR on the ballot, as RSM US LLP's fee structure and firm quality pass all policy screens.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing