This excerpt taken from the IMKTA DEF 14A filed Jan 12, 2006.
On June 15, 2005, a purported shareholder of the Company filed a shareholder derivative suit on behalf of the Company against certain current and former individual members of the Board and against the Company as a nominal defendant in the U.S. District Court for the Western District of North Carolina. The suit alleges that the defendant directors breached their fiduciary duties by failing to implement appropriate internal controls. The suit seeks from the directors damages in an unspecified amount allegedly sustained by the Company, as well as disgorgement by certain directors to the Company of salaries and bonuses received by those directors between 2002 and 2005. The Board appointed an independent committee, which retained independent counsel, to review the suit and evaluate whether maintenance of the derivative proceeding was in the best interest of the Company. After an investigation, the independent committee concluded that the maintenance of the derivative proceeding was not in the best interest of the Company. On October 10, 2005, the Company filed a motion to dismiss the derivative proceeding.