Ingles\u2019 Board Made No Genuine Effort to Settle with Summer Road Because it Refuses to Acknowledge the Need for True Class A Representation So That it Can Keep Control and Continue Operating in the Shadows<\/i><\/p>\n
Summer Road\u2019s Interests Are Aligned with All Class A Shareholders, While Ingles\u2019 Conflicted Board is Using Sensationalized and Dishonest Tactics to Shield Itself from Accountability<\/i><\/p>\n
WEST PALM BEACH, Fla.–(BUSINESS WIRE<\/a>)– \n\u201cOur campaign has always been about giving Class A shareholders truly independent representation on the Company\u2019s Board of Directors following Ingles\u2019 failures on transparency, capital allocation and governance. Instead of addressing investors\u2019 concerns about its anemic growth, ambiguous corporate strategy, lack of shareholder engagement and Board oversight shortcomings, the Company is seeking to distract attention from these legitimate issues by fearmongering about our intentions. Shareholders should ask why Ingles is fighting so aggressively against the election of one qualified, independent Class A shareholder to the eight-member Board of a controlled Company. We urge our fellow investors to elect Rory A. Held, an Ingles shareholder unaffiliated with the current directors, to ensure that the Company\u2019s leadership acts transparently and in alignment with all<\/span><\/i> shareholders\u2019 best interests.<\/p>\n \nWhile traditional and social media are filled with inflammatory quotes regarding the poor reputation of Chairman Robert P. Ingle, II and the Company, we recognize that these public narratives are often inaccurate and fail to reflect the complete truth. Rather than engaging with that noise, we are focusing our efforts on the undeniable facts. What matters to shareholders is establishing an independent voice in the boardroom to ask the tough questions necessary to improve returns and transparency.\u201d<\/p>\n Setting the Record Straight: 10 Key Facts the Company Got Wrong<\/b><\/p>\n<\/td>\n<\/tr>\n Ingles\u2019 Fictions1<\/sup><\/b><\/p>\n<\/td>\n The Facts<\/b><\/p>\n<\/td>\n<\/tr>\n \u201cWe tried repeatedly to reach a constructive resolution to avoid this proxy contest.\u201d<\/i><\/p>\n<\/td>\n \nThe Company consistently refused to acknowledge the need for a truly independent director on the Board. Instead of providing a settlement offer that would allow us to identify a new director, the Company\u2019s legal counsel warned our legal counsel that if we were to proceed with a proxy contest, Ingles would seek to distract from the merits of our campaign by attacking the Sackler family \u2013 which is exactly what it has done with its misleading, inaccurate and inflammatory assertions.<\/p>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n \u201cWe believe any Sackler-employed representative on the Ingles Board would be bad for Ingles, our communities and our stakeholders.\u201d<\/i><\/p>\n<\/td>\n \nShareholders are voting to elect Mr. Held, an investment professional who has never worked for Purdue Pharma and who brings the perspective of an Ingles Class A owner to the Board.<\/p>\n \n\u00a0<\/p>\n \nSummer Road and Mr. Held were good for Peak Resorts, Inc. (\u201cPeak Resorts\u201d), its communities and its stakeholders. We expect the same for Ingles.<\/p>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n \u201cExperience shows that a threat of a boycott is real if Sackler employee, Rory Held, is elected to the Ingles Board.\u201d<\/i><\/p>\n<\/td>\n \nThere was no boycott at any Peak Resorts mountains during the period Mr. Held was on the board or thereafter. Notably, on the date mentioned in Ingles\u2019 presentations, Mount Snow was closed for the ski season.<\/p>\n \n\u00a0<\/p>\n \nMr. Held\u2019s tenure at Peak Resorts delivered results for all shareholders, including the reinstatement of the dividend, improved investor communication, the successful acquisitions of multiple ski resorts and a value-maximizing sale to a strategic acquirer (which represented a 120% share price increase from when Mr. Held joined the board).<\/p>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n \u201cSummer Road and Rory Held are hiding material information from shareholders.\u201d<\/i><\/p>\n<\/td>\n \nWe are hiding nothing. We have always said we are a family office, and the truth is we are an investor aligned with all Class A shareholders.<\/p>\n \n\u00a0<\/p>\n \nIngles, on the other hand, is hiding information from its owners. The Company stopped holding quarterly earnings calls in 2016, discloses the least amount of information of its peers and doesn\u2019t report the accurate picture of its real estate holdings.<\/p>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n \u201cSummer Road SEC filings exclude information about their Ingles holdings.\u201d<\/i><\/p>\n<\/td>\n \nSummer Road has sent the Company position verification letters from our prime broker on multiple occasions dating back to the 2023 Annual Meeting. Our approximately 3% holdings were publicly disclosed in our proxy statement filing, as required by the SEC. Mr. Held personally owns more Ingles shares than all \u201cindependent\u201d Board members combined, better positioning him to represent shareholders\u2019 interests.<\/p>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n \u201cIngles\u2019 director candidates were selected through a robust process designed to identify highly-qualified, independent candidates with \u2018fit for purpose\u2019 experience.\u201d<\/i><\/p>\n<\/td>\n \nThe Board originally appointed L. Keith Collins, a former Ingles executive and Class B director, as a Class A director. The Board then chose not<\/span> to use an independent search firm to identify and recruit the new Class A director representatives, Rebekah Lowe \u2013 who was recommended by an incumbent director \u2013 and Dwight Jacobs \u2013 who was, in turn, recommended by Ms. Lowe.<\/p>\n \n\u00a0<\/p>\n \nHow can Ms. Lowe credibly represent Class A shareholders\u2019 interests when she owns zero shares, has a preexisting relationship with an incumbent director(s) and serves alongside her fellow director nominee on another board?<\/p>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n \u201cThe Company has a record of strong financial performance on all core grocery metrics.\u201d<\/i><\/p>\n \n\u00a0<\/p>\n \n\u00a0<\/p>\n \u201cFiscal Q1 2026 year-over-year results significantly improved and indicate path to upside ahead.\u201d<\/i><\/p>\n \n\u00a0<\/p>\n<\/td>\n \nIngles\u2019 4% EBITDA growth over a 10-year period, on a 41% increase in net sales, cannot be considered strong financial performance in any scenario. Over the past three years, including the period prior to Hurricane Helene, the Company shrunk<\/span> its earnings and sales and underperformed<\/span> peers on same store sales growth, operating margin, return on equity and dividend growth.<\/p>\n \n\u00a0<\/p>\n \nThe Company\u2019s Q1 2026 results were up against two years of negative comparisons. Compared to two years ago (Q1 2024 \u2013 unaffected by Hurricane Helene), Ingles\u2019 sales are lower by 7.3% and EBIT is lower by 35%. These are hardly results to give investors comfort in the upside ahead.<\/p>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n \u201cOur total shareholder return substantially exceeds relevant index and peer benchmarks.\u201d<\/i><\/p>\n<\/td>\n \nIngles conveniently excluded Sprouts Farmers Markets, Inc.\u2019s (\u201cSprouts\u201d) performance from its April 8th<\/sup> presentation, despite including Sprouts as a peer and \u201cprincipal competitor\u201d in its 2026 proxy statement filed on April 1st<\/sup> and in every Form 10-K since 2016.<\/p>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n \u201cSummer Road\u2019s capital allocation suggestions would be value destructive.\u201d<\/i><\/p>\n<\/td>\n \nAccording to the Company, capital return is OK as long as it solely benefits the Class B shareholders (i.e., the Ingle family). In Fiscal 2021, Ingles repurchased $80 million of stock only<\/i> from the Class B shareholders. No Class A stock has ever been repurchased. While Class A distributions have been largely stagnant for 10 years, Chairman Ingle has effectively increased his own dividend (the Class B distribution) through compensation.<\/p>\n \n\u00a0<\/p>\n \nAt no point during our three-plus years of ownership has management or the Board ever engaged with us about any of our ideas. We therefore find it odd that they purport to know what Mr. Held would advise once in the boardroom and how they can insist his suggestions would be value-destructive.<\/p>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n \u201cOwned real estate is an important component of long-term growth.\u201d<\/i><\/p>\n<\/td>\n \nIngles\u2019 store base has not grown and sales from new stores has been a negative contributor over the past 10 years. The Company has not opened a new store in more than four years and many properties sit fallow. We agree that Ingles has valuable real estate \u2013 but why has leadership not done anything with its assets?<\/p>\n \n\u00a0<\/p>\n \nSummer Road\u2019s analysis of Ingles\u2019 owned real estate \u2013 which we shared with the Company in 2023 but received no response \u2013 is based on county records, since Ingles has disclosed extremely limited information.<\/p>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \n***<\/p>\n \nIf you have questions about how to elect Summer Road\u2019s independent nominee, Rory A. Held, to the Ingles Board using the GOLD<\/span><\/b> universal proxy card, please contact:<\/p>\n \nSaratoga Proxy Consulting LLC \n***<\/p>\n About Summer Road LLC<\/span><\/b><\/p>\n \nSummer Road LLC is a family office which invests across a diverse range of strategies and asset classes.<\/p>\n 1<\/sup> Statements made in the Company\u2019s April 8, 2026 investor presentation.<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \n\u00a0<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260409032545\/en\/<\/a><\/span><\/p>\n For Investors:
\nSummer Road LLC (\u201cSummer Road\u201d or \u201cwe\u201d), the beneficial owner of approximately 3% of the outstanding shares of Class A common stock of Ingles Markets, Incorporated (NASDAQ: IMKTA) (\u201cIngles\u201d or the \u201cCompany\u201d), today issued the following statement in response to the Company\u2019s April 8th<\/sup> and April 10th<\/sup> presentations.<\/p>\n\n
\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n
\n
520 8th Avenue, 14th Floor New York, NY 10018
\n
Shareholders Call Toll-Free: (888) 368-0379
\n
info@saratogaproxy.com<\/a><\/p>\n\n
\n _________________________<\/td>\n<\/tr>\n \n \n <\/p>\n
\n<\/b>
Saratoga Proxy Consulting LLC
\n
John Ferguson, (212) 257-1311
\n
jferguson@saratogaproxy.com<\/a><\/p>\n