Harris Teeter 2012 Annual Report Download - page 69

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HARRIS TEETER SUPERMARKETS, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
to be held on
February 21, 2013
This statement, first mailed or made available to shareholders on or about January 4, 2013, is furnished in
connection with the solicitation by the Board of Directors of Harris Teeter Supermarkets, Inc. (together with its
subsidiaries, herein called the “Company”) of proxies to be used at the Annual Meeting of Shareholders of the
Company (the “Annual Meeting”) to be held on Thursday, February 21, 2013, at 10:00 A.M., local time, at the
Company’s headquarters located at 701 Crestdale Road, Matthews, North Carolina 28105, and at any adjournment
or adjournments thereof (the “Proxy Statement”).
In accordance with rules and regulations adopted by the Securities and Exchange Commission, instead of
mailing a printed copy of our proxy materials to each shareholder of record, the Company furnishes proxy materials
on the Internet. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you
will not receive a printed copy of the proxy materials other than as described herein. Instead, the Notice will instruct
you as to how you may access and review all of the important information contained in the proxy materials. The
Notice also instructs you as to how you may submit your proxy over the Internet. If you received a Notice by mail
and would like to receive a printed copy of our proxy materials or vote by telephone, you should follow the
instructions for requesting proxy materials included in the Notice.
It is anticipated that the Notice will be sent to shareholders on or about January 4, 2013. This Proxy Statement
and the form of proxy relating to the Annual Meeting will be made available via the Internet to shareholders on
the date that the Notice is first sent.
The proxy may be revoked in writing by the person giving it at any time before it is exercised either by notice
to the Company’s Secretary or by submitting a proxy having a later date, or it may be revoked by such person by
appearing at the Annual Meeting and electing to vote in person in accordance with the prescribed rules and procedures.
All shares represented by valid proxies received pursuant to this solicitation, and not revoked before they are exercised,
will be voted in the manner specified therein. Where specifications are not made, proxies will be voted:
(i) in favor of electing as directors of the Company the eleven persons named in this Proxy Statement as
nominees, each to serve until the next Annual Meeting of Shareholders or until their respective successors are duly
elected and qualified,
(ii) in favor of approval of the Harris Teeter Supermarkets, Inc. 2013 Cash Incentive Plan (the “2013 Cash
Incentive Plan”),
(iii) in favor of providing an advisory (non-binding) “Say on Pay” vote to approve the compensation of the
Company’s named executive officers as described in the Proxy Statement,
(iv) in favor of ratification of the appointment of KPMG LLP as the independent registered public accounting
firm of the Company for the fiscal year ending October 1, 2013, and
(v) in the discretion of the proxy holders on any other matters presented at the Annual Meeting.
The entire cost of soliciting these proxies will be borne by the Company. In addition to the delivery of the
Notice by mail, the Company may request banks, brokers and other record holders, or a proxy solicitor acting on
its behalf, to send proxies and proxy materials to the beneficial owners of the Company’s Common Stock (the
“Common Stock”) and secure their voting instructions and will reimburse them for their reasonable expenses in
so doing. The Company has not engaged a proxy solicitor to solicit proxies from shareholders; however, the
Company retains the right to do so if it deems such solicitation necessary. Furthermore, the Company may also
use one or more of its regular employees, who will not be specially compensated, to solicit proxies from the
shareholders, either in person, by telephone or by special letter.