Edgar Filing: VILLAGE SUPER MARKET INC

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Village Super Market, Inc.
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VILLAGE SUPER MARKET, INC.
733 MOUNTAIN AVENUE
SPRINGFIELD, NEW JERSEY 07081

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 6, 2002

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The Annual Meeting of the shareholders of Village Super Market, Inc. will
be held at the offices of the Company, 733 Mountain Avenue, Springfield, New
Jersey 07081 on Friday, December 6, 2002 at 10:00 A.M. for the following
purposes:

(1) To elect eight directors for the ensuing year;

(2) To ratify the selection of independent public accountants; and

(3) To transact any other business which may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on October 10, 2002
as the record date for the determination of the shareholders entitled to notice
of and to vote at the meeting and any adjournment thereof.

By order of the Board of Directors,

ROBERT SUMAS,
Secretary

November 8, 2002

VILLAGE SUPER MARKET, INC.
733 MOUNTAIN AVENUE

SPRINGFIELD, NEW JERSEY 07081

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PROXY STATEMENT

DECEMBER 6, 2002

ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement and the accompanying form of proxy are being mailed to
shareholders of Village Super Market, Inc. (the "Company") in connection with
the solicitation by and on behalf of the 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, 733 Mountain Avenue, Springfield, New Jersey on
December 6, 2002 at 10:00 a.m. and at all postponements or adjournments thereof.

At the close of business on October 10, 2002, the Company had outstanding
and entitled to vote 1,480,600 shares of Class A common stock, no par value, and
1,594,076 shares of Class B common stock, no par value. The holders of the
outstanding shares of Class A Stock are entitled to one vote per share and the
holders of Class B Stock are entitled to ten votes per share. Shareholders of
record at the close of business on October 10, 2002 are entitled to vote at this
meeting.

All shares of Common Stock represented by properly executed proxies will be
voted at the Annual Meeting, unless such proxies previously have been revoked.
Unless the proxies indicate otherwise, the shares of Common Stock represented by
such proxies will be voted for the election of management's nominees for
directors and to ratify the selection of independent public accountants.
Management does not know of any other matter to be brought before the Annual
Meeting.

The Company's address is 733 Mountain Avenue, Springfield, New Jersey and
its telephone number is (973) 467-2200. This notice, proxy statement and
enclosed form of proxy are being mailed to shareholders on or about November 8,
2002.

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
Secretary of the Company at its office; (b) delivering to the Secretary of the
Company a duly executed proxy bearing a later date; or (c) appearing at the
Meeting and requesting the return of his or her proxy.

YOU ARE REQUESTED TO COMPLETE AND SIGN THE ACCOMPANYING PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of the Company's capital stock by: (i) persons known by the
Company to own beneficially more than 5% of its Class A Stock or Class B Stock;
(ii) each director of the Company; and (iii) all directors and executive
officers of the Company collectively:

CLASS A STOCK(1) CLASS B STOCK(1)
-------------------------------------- ---------------------------------
PERCENTAGE PERCENTAGE
SHARES OF SHARES OF
OWNED CLASS(3) OWNED CLASS(4)
NAME(2) ------ ---------- ------ ----------

Perry Sumas.................... 126,565(5)(6)(11)(12) 8.5 510,628(7)(22) 32.0
James Sumas.................... 76,409(5)(6)(12)(14) 5.2 288,042(7)(8) 18.1
Robert Sumas................... 61,302(5)(6)(12)(15) 4.1 193,699(9) 12.2
William Sumas.................. 82,423(11)(12) 5.6 155,483(22) 9.8
John Sumas..................... 102,676(10)(11)(12) 6.9 142,779(22) 9.0
George J. Andresakes........... 24,000(6)(20) 1.6 -- --
John J. McDermott.............. 600(21) -- -- --
Steven Crystal................. 22,000 1.5 800 .1
All directors and executive
officers as a group (10
persons)..................... 268,782(13) 18.2 1,176,391 73.8
Franklin Resources, Inc. ...... 105,000(16) 7.1 -- --
Wister Morris III.............. 98,045(19) 6.6 -- --
AXA Financial, Inc............. 81,100(23) 5.5 -- --
Norman Crystal................. 221,800(17) 15.0 109,280(18) 6.9

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(1) Except as noted, each person has sole investment power and sole voting
power with respect to the shares beneficially owned.
(2) The address of each of the Company's principal shareholders is in care of
the Company, 733 Mountain Avenue, Springfield, New Jersey 07081.
(3) Based upon 1,480,600 shares of Class A Stock outstanding.
(4) Based upon 1,594,076 shares of Class B Stock outstanding.
(5) Includes 25,680 shares held by the Company's pension trust of which Perry
Sumas, James Sumas and Robert Sumas are trustees.
(6) Includes 19,000 shares held by a charitable trust of which Perry Sumas,
James Sumas, Robert Sumas and George J. Andresakes are trustees.
(7) Includes 63,172 shares as to which Perry Sumas and James Sumas have agreed
to share the power to vote pursuant to a Voting Agreement dated March 4,
1987.
(8) Includes 2,940 shares owned jointly by Mr. and Mrs. James Sumas; and 9,955
shares owned by Mrs. James Sumas; and 3,280 shares held by Mr. and Mrs.
James Sumas as custodians for their children.
(9) Includes 49,643 shares owned by Mrs. Robert Sumas.
(10) Includes 100 shares owned by Mrs. John Sumas and 1,200 shares held by Mr.
and Mrs. John Sumas as custodians for their minor children.
(11) Includes 70,167 shares held in the name of Perry Sumas, William Sumas and
John Sumas as Co-Trustees of a Trust for the benefit of the grandchildren
of Perry Sumas.
(12) Includes 11,000 shares represented by options exercisable by him under the
Company's Stock Option Plan.
(13) Includes 80,600 shares represented by options exercisable by all officers
and directors under the Company's Stock Option Plan.
(14) Includes 3,842 shares owned by Mrs. James Sumas.
(15) Includes 3,842 shares owned by Mrs. Robert Sumas.
(16) Pursuant to a Schedule 13G dated February 7, 2000, Franklin Resources, Inc.
may be deemed to be the beneficial owner of 105,000 shares of the Company.
Franklin's address is 777 Mariners Island Blvd., San Mateo, California
94404.
(17) Includes 14,300 shares owned by Mrs. Norman Crystal.
(18) Includes 28,400 shares owned by Mrs. Norman Crystal.
(19) Pursuant to a Schedule 13D dated August 23, 2001, Wister Morris III may be
deemed to be the beneficial owner of 98,045 shares of the Company. Mr.
Morris address is c/o the Pennsylvania Trust Co., Five Radnor Corporate
Center, Suite 450, Radnor, PA, 19087.
(20) Includes 5,000 shares represented by options exercisable by him under the
Company's Stock Option Plan.
(21) Includes 600 shares represented by the unexercised options exercisable by
him under the Company's Stock Option Plan.
(22) Includes 25,934 shares held in the name of Perry Sumas, William Sumas and
John Sumas as Co-Trustees of a Trust for the benefit of the grandchildren
of Perry Sumas.
(23) Pursuant to a Schedule 13G dated February 11, 2002, AXA Financial, Inc. may
be deemed to be the beneficial owners of 81,100 shares of the Company. The
address of AXA Financial, Inc. is 1290 Avenue of the Americas, New York,
New York 10104.

These five members of the Sumas family beneficially own 164,682 shares of
Class A Stock and 1,175,591 shares of Class B Stock, or 68.4% of the combined
voting power.

The aggregate number of shares of Class B Stock owned by Perry Sumas and
his sons, William Sumas and John Sumas, exceeds the aggregate number of shares
of Class B Stock owned by James Sumas and Robert Sumas (the "Excess Shares").
Perry Sumas and James Sumas have entered into an agreement whereby the Excess
Shares will be voted pursuant to the mutual agreement of James Sumas and Perry
Sumas. The voting agreement will be automatically cancelled if Perry Sumas
either: (i) converts the Excess Shares into shares of Class A Stock; or (ii)
exchanges 50% of the Excess Shares for shares of Class A Stock owned by James
Sumas.

ELECTION OF DIRECTORS

The following eight persons will be nominated by the management of the
Company for election as directors at the Annual Meeting. If elected, they will
serve until their successors are duly elected and qualified at the next Annual
Meeting of Shareholders, which is expected to be held on December 5, 2003.
Directors shall be elected by a plurality of the votes cast. All of the nominees
are now directors of the Company.

Certain information is given below with respect to each nominee for
election as a director. The table below and the following paragraphs list their
respective ages, positions and offices held with the Company, the period served
as a director and business experience during the past 5 years. Perry Sumas is
the father of William Sumas and John Sumas and is the uncle of James Sumas and
Robert Sumas. The other nominees are not related.

NOMINEES

The following table sets forth information concerning the nominees for
director:

AGE
NAME --- POSITION WITH THE COMPANY

Perry Sumas.......................... 87 President, Chief Executive Officer
and
Director
James Sumas.......................... 69 Chief Operating Officer, Treasurer
and Chairman of the Board of
Directors
Robert Sumas......................... 61 Executive Vice President, Secretary
and Director
William Sumas........................ 55 Executive Vice President and Director
John Sumas........................... 53 Executive Vice President and Director
George J. Andresakes................. 89 Director
John J. McDermott.................... 77 Director
Steven Crystal....................... 46 Director

Perry Sumas, together with Nicholas Sumas, founded the Company in 1937. He
has served as a Director of the Company since its incorporation in 1954 and has
served as President and Chief Executive Officer since 1973.

James Sumas was elected Chairman of the Board in 1989. He also serves as
the Company's Chief Operating Officer and as its Treasurer. He has served as
Vice President, Treasurer and a Director of the Company since its incorporation
in 1955. James Sumas is Vice Chairman of Wakefern Food Corporation and is a
member of its Board of Directors. Mr. Sumas also is the Chairman of Wakefern's
Grocery Committee and its Advertising Committee. In addition, he is Vice
Chairman of Wakefern's Sales and Merchandising Committee and of ShopRite
Supermarkets, Inc., Wakefern's supermarket operating subsidiary. Mr. Sumas also
is a member of Wakefern's Finance, Trade Name and Trademark and Strategic
Planning Committees.

Robert Sumas has served as Vice President, Secretary and a Director of the
Company since 1969. Since 1989, he has served as an Executive Vice President. He
has responsibility for finance and administration matters and retail computer
operations. Robert Sumas is Chairman of Wakefern's General Merchandise Committee
and is a member of Wakefern's Communications, Consumer Affairs and Property
Management Committees.

William Sumas has served as Vice President and a Director of the Company
since 1980. Since 1989, he has served as an Executive Vice President. He has
responsibility for real estate development. William Sumas is Chairman of
Wakefern's Commercial Bakery Committee and is a member of Wakefern's Loss
Prevention Policy Committee. He also serves as Chairman of the New Jersey Food
Council.

John Sumas has served as Vice President and a Director of the Company since
1982. Since 1989, he has served as an Executive Vice President. He has
responsibility for the Company's frozen food, appetizing and fresh bakery
operations. John Sumas is a member of Wakefern's Frozen Food, Dairy/Deli and
Fresh Bakery Committees.

George J. Andresakes has served as a Director of the Company since 1969. He
was General Counsel to the Company until 1979 and is now retired.

John J. McDermott has served as a Director of the Company since 1982. Mr.
McDermott is the President of John J. McDermott Enterprises, a bank consulting
firm. He was Executive Vice President of Dollar Dry Dock Savings from 1983 until
he retired in 1989. Mr. McDermott previously served as General Counsel to the
Company from 1982 to 1983.

Steven Crystal has served as a Director of the Company since 2001. Mr.
Crystal is a registered floor broker with the New York Mercantile Exchange and
the Commodity Futures Trading Commission. Mr. Crystal is an independent
commodities and securities investor. Mr. Crystal also owns and manages
residential and commercial real estate.

The Certificate of Incorporation includes a provision that no director
shall be personally liable for monetary damages to the Company or its
shareholders for a breach of any fiduciary duty except for: (i) breach of a
director's duty of loyalty; (ii) acts and omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii)
intentionally or knowingly authorizing any unlawful dividends or distributions;
and (iv) any transaction from which a director derived an improper personal
benefit.

Directors who are not employees of the Company receive $250 per diem for
attendance at meetings of the Board of Directors.

DIRECTORS MEETINGS AND COMMITTEES

The Board held four meetings in fiscal 2002. All directors attended at
least 75% of the meetings of the Board. The Board does not have a standing
nominating committee.

The Executive Committee, which consists of Perry Sumas, James Sumas, Robert
Sumas, William Sumas and John Sumas, meets on call and is authorized to act on
all matters pertaining to corporate policies and overall Company performance.

The Compensation Committee, which consists of Perry Sumas, James Sumas and
George Andresakes, establishes the compensation of the officers of the Company.

Members of each committee attended at least 75% of the meetings of their
respective committees.

EXECUTIVE COMPENSATION

Except for the Stock Option Plan, the Company does not have any long term
compensation plans. The following table sets forth the compensation paid by the
Company during the last three fiscal years to the Chief Executive Officer and
the four most highly compensated executive officers of the Company:

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION OTHER
--------------------- AWARDS ANNUAL
NAME AND POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION(A)($)
----------------- ---- --------- -------- ------------ ------------------

Perry Sumas................... 2002 302,025 55,000 -- --
President and Chief Executive 2001 273,940 -- -- --
Officer 2000 284,920 -- -- --
James Sumas................... 2002 472,863 75,000 -- 1,596
Chairman of Board and Chief 2001 441,863 36,000 -- 2,750
Operating Officer and
Treasurer 2000 446,063 73,000 -- 2,625
Robert Sumas.................. 2002 401,721 75,000 -- 2,625
Executive Vice President 2001 387,921 32,000 -- 2,750
and Secretary 2000 365,421 64,000 -- 2,625
William Sumas................. 2002 333,525 75,000 -- 2,625
Executive Vice President 2001 317,430 32,000 -- 2,750
2000 293,660 64,000 -- 2,625
John Sumas.................... 2002 336,493 75,000 -- 1,594
Executive Vice President 2001 320,620 32,000 -- 2,750
2000 319,041 64,000 -- 2,625

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(a) Company Paid 401K match

AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR

AND
FISCAL YEAR END OPTION VALUES

The following table sets forth information with respect to the exercise of
options during fiscal 2002 and the value of the unexercised options as of July
27, 2002.

SHARES NUMBER OF VALUE OF
ACQUIRED UNEXERCISED UNEXERCISED
ON VALUE OPTIONS AT IN-THE-MONEY
NAME EXERCISE REALIZED JULY 27, 2002(1) AT JULY 27, 2002(2)
---- -------- -------- ---------------- -------------------

Perry Sumas........................... 0 0 11,000 $196,900
James Sumas........................... 0 0 11,000 $196,900
Robert Sumas.......................... 0 0 11,000 $196,900
William Sumas......................... 0 0 11,000 $196,900
John Sumas............................ 0 0 11,000 $196,900

---------------
(1) All outstanding options held by Executive Officers were exercisable at year
end.

(2) Based upon the price of $27.90 as of July 27, 2002.

BENEFIT PLANS

The Company maintains a defined benefit pension plan for employees not
covered by a collective bargaining agreement who have been employed with the
Company for more than six months and who are over the age of twenty-one. The
amount of the Company's contribution to this plan with respect to a specified
person cannot readily be separated or individually calculated by the actuaries
for the plan. For purposes of determining plan benefits, compensation is the
regular base pay of the participant plus bonuses, overtime pay and other extra
compensation. Effective January 1, 1989, the plan benefit formula was amended.
Retirement benefits are equal to the pension accrued to December 31, 1988 plus
1% of average compensation times each year of post-1988 service plus .75% of
average compensation in excess of Table II of the 1989 Covered

Compensation Table times each year of post-1988 service. Average compensation
for post-1988 service is based on the five highest consecutive years'
compensation. The approximate annual retirement benefits at age 65 (computed as
of January 1, 2002) are $70,740 to James Sumas; $76,968 to Robert Sumas; $82,236
to William Sumas; $86,904 to John Sumas; and $459,504 to all executive officers
and directors as a group. Due to his age, Perry Sumas cannot participate in this
plan.

The Company also maintains a plan which permits salary reduction
contributions by participants under Section 401(k) of the Internal Revenue Code.
Pursuant to this plan, each person not covered by a collective bargaining
agreement who has been employed by the Company for more than twelve months and
is over the age of twenty-one may direct that a percentage of his or her salary,
up to 18%, but not more than $11,000, be withheld and paid over to the plan
trustees for investment. The Company, in turn, will pay to the plan trustees a
further sum equal to the lesser of (a) 25% of the amount so directed by the
employee to be withheld from the employee's salary and contributed to the plan
or (b) 1.5% of the employee's salary. Until the employee has reached his normal
retirement age, the employee's contribution may not be withdrawn without
incurring a tax penalty.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Securities and Exchange Commission has adopted rules concerning the
format for the disclosure of executive compensation. These rules also require
proxy statement disclosure of specified information regarding certain
relationships of executive officers and members of the Company's board of
directors which might bear on decisions concerning the compensation of executive
officers of the Company. None of the executive officers or the members of the
Company's board of directors has a relationship requiring such disclosure except
as set forth below. The Compensation Committee consists of Perry Sumas, who is
an executive officer of the Company serving as the President and Chief Executive
Officer; James Sumas, who is an executive officer of the Company serving as the
Chairman of the Board of Directors, Chief Operating Officer and Treasurer; and
George J. Andresakes, who is a former executive officer of the Company, having
resigned as General Counsel in 1979. As noted elsewhere in the Proxy Statement
under "Certain Transactions", Perry Sumas and James Sumas, through Sumas Realty
Company and Sumas Realty Associates, have certain business relationships with
the Company.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION

The Company's compensation policies, as applicable to its executive
officers, are administered by its Compensation Committee of the Board of
Directors (the "Committee"). The Committee members recognize that the Company
is, to a significant extent, a family owned business. The Chief Executive
Officer and each of the other executive officers named in this proxy statement
own substantial amounts of the Company's common stock and thus have a direct and
substantial interest in the long-term growth of shareholder's wealth. In light
of this ownership, there is less need to directly relate executive compensation
to Company performance.

The basic criteria used in making determinations concerning compensation is
the level of compensation paid to comparable executives in the industry, in
particular to corporate executives at other ShopRite co-op members and at
competing regional supermarket chains. The principal factors which have been
considered by the Committee in implementing this policy are time devoted to
Company affairs, reputation in the industry, record of accomplishment and
efforts on the Company's behalf. Increases in the cost of living also have been
considered.

The Committee decided to grant performance bonuses in fiscal 2002, 2001 and
2000 based on the efforts of those executives in achieving substantially
improved financial performance in those years.

The Committee notes that compensation tables required by the rules of the
Securities and Exchange Commission are based upon fiscal year totals, which in
the case of the Company are July to July periods of 52 or 53 weeks. Executive
compensation decisions are implemented on a calendar year basis. Thus, minor
apparent year to year variations in compensation levels appearing in the tables
may not be reflective of actual Committee actions.
6

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

PERRY SUMAS
JAMES SUMAS
GEORGE J. ANDRESAKES

PERFORMANCE GRAPH

Set forth below is a graph comparing the cumulative total return on the
Company's Class A Common Stock against the cumulative total return of the S&P
500 Composite Stock Index and the NASDAQ Retail Index for the Company's last
five fiscal years.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*

AMONG VILLAGE SUPER MARKET, INC., THE S&P 500 INDEX
AND THE NASDAQ RETAIL INDEX
[PERFORMANCE GRAPH]

VILLAGE SUPER NASDAQ RETAIL
MARKET, INC. S&P 500 TRADE
------------- ------- -------------

7/97 100.00 100.00 100.00
7/98 171.43 119.28 119.01
7/99 144.29 143.38 117.95
7/00 148.57 156.25 76.59
7/01 222.29 133.86 84.56
7/02 308.00 102.23 83.79

EQUITY COMPENSATION PLAN INFORMATION
------------------------------------------------------------------------------------------------------
Number of securities re-
maining available for
future issuance under
equity compensation
Number of securities to Weighted-average plans (excluding
be issued upon exercise exercise price of securities reflected in
Plan category of outstanding options outstanding options column(a))
------------------------------------------------------------------------------------------------------
(a) (b) (c)
------------------------------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders 131,200 $10.93 14,000
Equity compensation
plans not approved by
security holders -- -- --
------------------------------------------------------------------------------------------------------

The information in the above table is as of July 27, 2002. All data relates
to the 1997 Incentive and Non-Statutory Stock Option Plan.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is composed of three independent directors and operates
under a written charter adopted by the Board of Directors. The members of the
Committee in fiscal 2002 were John J. McDermott (Chair), George Andresakes and
Steven Crystal. The Committee recommends to the Board of Directors, subject to
shareholder ratification, the selection of the Company's independent auditors.

Management is responsible for the Company's internal controls and the
financial reporting process. The independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States and to issue a report thereon. The Audit Committee's
responsibility is to monitor and oversee these processes.

In this context, the Audit Committee has met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that the Company's consolidated financial statements were prepared in
accordance with accounting principles generally accepted in the United States,
and the Audit Committee has reviewed and discussed the consolidated financial
statements with management and the independent auditors. The Audit Committee
discussed with the independent auditors matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees).

The Company's independent auditors also provided to the Audit Committee the
written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee
discussed with the independent auditors that firm's independence.

Based upon the Audit Committee's discussion with management and the
independent auditors and the Audit Committee's review of the representations of
management and the report of the independent auditors to the Audit Committee,
the Audit Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company's Annual Report on Form 10-K
for the year ended July 27, 2002 filed with the Securities and Exchange
Commission.

Audit Fees. The aggregate fees billed by KPMG LLP for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended July 27, 2002 and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q for that
fiscal year were $75,000.

Financial Information Systems Design and Implementation Fees. None.

All Other Fees. The aggregate fees billed by KPMG LLP for services
rendered to the Company, other than the services described above under "Audit
Fees", for the fiscal year ended July 27, 2002 were $183,750. All of these fees
relate to tax compliance, tax strategies and employee benefit plan audits.

The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the auditors' independence.

Audit Committee

JOHN J. MCDERMOTT
GEORGE ANDRESAKES
STEVEN CRYSTAL

CERTAIN TRANSACTIONS

The Company's supermarket in Springfield, New Jersey and its executive
headquarters in Springfield, New Jersey are leased from Sumas Realty Company.
Sumas Realty Company is a corporation owned by James Sumas, Robert Sumas, Perry
Sumas and his two daughters.

The lease with respect to the Company's supermarket in Springfield is dated
June 1, 1986 and expires on May 31, 2006. In fiscal 2002, the Company paid
$340,000 in rent to Sumas Realty under this lease.

The Company's executive office in Springfield also is leased from Sumas
Realty Company. This lease expired on January 31, 2002 but has been extended
until January 31, 2003. The Company paid $206,840 to Sumas Realty under this
lease during fiscal 2002.

The Company believes that the terms of the leases listed above are as
favorable to the Company as it could have obtained from unrelated lessors.

The Company's supermarket in Chatham, New Jersey is leased from Hickory
Square Associates, a limited partnership. The lease is dated April 1, 1986 and
expires March 31, 2006. The annual rent under this lease is $549,160. Sumas
Realty Associates is a 30% limited partner in Hickory Square Associates. Sumas
Realty Associates is a general partnership among Perry Sumas, James Sumas,
Robert Sumas, William Sumas and John Sumas.

Pending transaction:

On September 19, 2002, the Company entered into an agreement with an
unrelated real estate investment trust (the "REIT"). The Company's purpose in
entering into this agreement is to provide for the development of an 80,000 sq.
ft. replacement store in Somers Point, NJ with minimal cash outlay by the
Company, and to ensure continued occupancy of the Springfield, NJ store and the
Company's headquarters. This transaction, while subject to various
contingencies, is expected to close in the second quarter of fiscal 2003.

The Company will sell the land and building currently occupied by the
Somers Point store for $3,500,000 to the REIT. The Company will execute a lease
with the REIT to continue occupancy of the current Somers Point store until the
replacement store is opened. The Company will execute a lease for the
replacement store in Somers Point to be constructed by the REIT.

In addition, the Company will execute long-term leases with the REIT for
the Springfield store and the Company's headquarters. These properties are
currently leased from Sumas Realty Company. The Company will agree to cancel its
current leases with Sumas Realty Company. The combined annual rents of these two
new leases are approximately the same as the annual rents of the leases to be
cancelled.

As part of this transaction, the shareholders of Sumas Realty Company are
selling their shares in Sumas Realty Company to the REIT. Sumas Realty Company's
assets consist substantially of the Springfield store, the Company headquarters
and undeveloped land in Somers Point upon which a 130,000 sq. ft. retail center
is to be developed by the REIT.

Based on the terms of the proposed transaction, management believes there
will be no material gain or loss recognized from the sale of the Somers Point
store and the cancellation of the two leases.

SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The selection by the Board of Directors, on recommendation of the Audit
Committee, of KPMG LLP, as independent public accountants to examine the
financial statements of the Company for the fiscal year ending July 26, 2003, is
to be submitted at the meeting for ratification or rejection. The financial
statements of the Company for the 2002, 2001 and 2000 fiscal years were examined
by KPMG LLP.

Representatives of KPMG LLP are expected to be present at the 2002 Annual
Meeting of Shareholders and will be given the opportunity to make a statement if
they wish to do so and will be available to respond to appropriate questions.

Although ratification by the stockholders of the selection of independent
public accountants is not required, the Board will reconsider its selection of
KPMG LLP if such ratification is not obtained. Ratification shall require a
majority of the votes cast.

SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

Any proposal that a shareholder intends to present at the Company's 2003
Annual Meeting of Shareholders, presently scheduled to be held on December 5,
2003, and requests to be included in the Company's Proxy Statement for the 2003
Annual Meeting, must be received by the Company no later than June 1, 2003. Such
requests should be made in writing and sent to the Secretary of the Company,
Robert Sumas, Village Super Market, Inc., 733 Mountain Avenue, Springfield, New
Jersey 07081.

OTHER MATTERS

The Company will furnish a copy of its Annual Report on Form 10-K for the
year ended July 27, 2002, without exhibits, without charge to each person who
forwards a written request, including a representation that he was a record or
beneficial holder of the Company's Common Stock on October 10, 2002. Requests
are to be addressed to Mr. Robert Sumas, Secretary, Village Super Market, Inc.,
733 Mountain Avenue, Springfield, New Jersey 07081.

All expenses incurred in connection with the preparation and circulation of
this Proxy Statement in an amount that would normally be expended in connection
with an Annual Meeting in the absence of a contest will be paid by the Company.
No solicitation expenses will be incurred. Management does not know of any other
business that will be presented at the Annual Meeting.

By order of the Board of Directors,

ROBERT SUMAS,

Secretary
November 8, 2002

VILLAGE SUPER MARKET, INC.
733 MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY 07081

PROXY SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS

The undersigned hereby appoints Perry Sumas and Robert Sumas, and each of
them, proxies for the undersigned, with full power of substitution, to vote as
if the undersigned were personally present at the Annual Meeting of the
Shareholders of Village Super Market, Inc. (the "Company"), to be held at the
offices of the Company, 733 Mountain Avenue, Springfield, New Jersey on Friday,
December 6, 2002 at 10:00 A.M. and at all adjournments thereof, the shares of
stock of said Company registered in the name of the undersigned. The undersigned
instructs all such proxies to vote such shares as indicated below upon the
following matters, which are described more fully in the accompanying proxy
statement.

I authorize and instruct my Proxy to:

1. [ ] VOTE FOR all nominees for the Company's Board of Directors listed
below: except that I WITHHOLD AUTHORITY for the following nominees (if
any)

Perry Sumas, James Sumas, Robert Sumas, William Sumas, John Sumas, George
J. Andresakes, John J. McDermott, and Steven Crystal.

[ ] VOTE WITHHELD from all nominees.

2. VOTE FOR [ ] AGAINST [ ] ABSTAIN [ ] approval of KPMG LLP, to be the
independent auditors of the Company for fiscal 2003.

(Continued and to be signed, on the other side)

(see other side)

3. In their discretion, to vote upon such other business as may properly
come before the meeting and all adjournments thereof.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 through 3.

Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by an authorized
person.

------------------------
Signature

------------------------
Signature, if held
jointly

Dated 2002

PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY
CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE.