\nIngles Markets, Incorporated (NASDAQ: IMKTA) today issued the following statement in response to what the Company believes are misleading claims that Rory Held would serve effectively as an independent director at Ingles Markets:<\/p>\n
\nSummer Road\u2019s proxy solicitation materials have claimed that Rory Held would serve as an independent voice in the Ingles boardroom, but that is inconsistent with Mr. Held\u2019s existing fiduciary obligations of loyalty to the Sackler family \u2014 obligations that have not been fully disclosed by Summer Road to Ingles shareholders.<\/p>\n
\nMr. Held is far from independent. He is deeply embedded in the Sackler family\u2019s financial and governance structure where he serves as the Trustee of several Trusts established by the Sacklers to hold funds salvaged from the Purdue Pharma bankruptcy. As such, Rory Held has a fiduciary duty of loyalty to the Sackler family that we believe would impair his ability to act in the best interest of Ingles and its shareholders<\/b>.<\/p>\n
\nThe following are some of the facts about Mr. Held\u2019s intimate and intertwined relationship with the Sackler family:<\/p>\n
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- \nMr. Held currently serves as a trustee for multiple Sackler family trusts \u2013 including the Crystal Trust1<\/sup> and the Data Trust2<\/sup> \u2013 whose beneficiaries include Richard Sackler and his heirs3<\/sup>. As trustee, Mr. Held owes legally enforceable duties of loyalty<\/b> and care to those Sackler beneficiaries4<\/sup>, and those duties do not disappear simply because he is seeking a seat on the Ingles Board. We believe that these obligations would create a clear and inherent conflict given his publicly stated intention to pursue short term asset disposition goals.<\/p>\n
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- \nCorporate directors are required by law to exercise independent judgment and owe undivided loyalty to the company and its shareholders. When a corporate director is subject to competing fiduciary duties to others, that divided loyalty undermines independence \u2014 particularly when competing interests, such as Summer Road\u2019s, favor immediate returns over long\u2011term value creation for all shareholders.<\/p>\n<\/li>\n
- \nThe record further shows that Mr. Held\u2019s Sackler ties are not remote nor incidental: he has served as a director, manager, officer, or trustee of multiple Sackler\u2011controlled entities disclosed in the Purdue Pharma bankruptcy and remains deeply intertwined with the structure used to manage and preserve Sackler family assets5<\/sup>. These ongoing fiduciary relationships, which have not been disclosed by Summer Road in connection with Mr. Held\u2019s nomination to the Ingles Board, present a structural conflict that risks impairing his ability to act solely in the best interests of Ingles and all of its shareholders.<\/b><\/li>\n<\/ul>\n
\nSimply put, we believe Mr. Held is one of the Sacklers\u2019 most trusted lieutenants and would not be an independent voice in the boardroom. He owes fiduciary duties of loyalty to the Sackler family and their heirs, and if the Sacklers\u2019 interests diverge from those of Ingles, Mr. Held would face an unavoidable competing obligation to the Sackler family.<\/b><\/p>\n
Ingles shareholders should ask a simple question: when push comes to shove in the Ingles boardroom, whose interests would Rory Held serve?<\/b><\/p>\n
\nThe Board unanimously believes Rebekah Lowe and Dwight Jacobs are the only responsible choices to serve all Ingles shareholders\u2019 interests. They would come to the Ingles boardroom untethered by competing fiduciary obligations and fully aligned with the long\u2011term interests of all Ingles shareholders. Ms. Lowe and Mr. Jacobs bring valuable skills and experience that would advance the Company\u2019s strategy, including public company C-suite and board experience along with human capital management, finance and real estate expertise. They are not beholden to anyone and would act in the best interests of the Company and ALL Ingles shareholders.<\/p>\n
We urge you \u2013 protect your investment by voting \u201cFOR\u201d only Rebekah Lowe and Dwight Jacobs on the WHITE proxy card today.<\/b><\/p>\n
If you require assistance voting your shares, please call the Company\u2019s proxy solicitor:<\/b><\/p>\n
\nMacKenzie Partners, Inc.
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7 Penn Plaza
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New York, New York 10001
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Call: 1-800-322-2885 (toll-free)
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Email: proxy@mackenziepartners.com<\/a><\/span><\/p>\nAbout Ingles Markets, Incorporated<\/b><\/p>\n
\nIngles Markets, Incorporated is a leading grocer with operations in six southeastern states. Headquartered in Asheville, North Carolina, the Company operates 197 supermarkets. At March 30, 2026, three of the four stores temporarily closed due to damage sustained in Hurricane Helene remained closed but are expected to reopen in 2026. In conjunction with its supermarket operations, the Company operates neighborhood shopping centers, most of which contain an Ingles supermarket. The Company also owns a fluid dairy facility that supplies Ingles supermarkets and unaffiliated customers. To learn more about Ingles Markets visit www.ingles-markets.com<\/a><\/p>\n
Important Additional Information<\/b><\/p>\n
\nThis communication relates to the solicitation of proxies by Ingles Markets, Incorporated, a North Carolina corporation (the \u201cCompany\u201d) in connection with the Company\u2019s 2026 annual meeting of shareholders (the \u201cAnnual Meeting\u201d). This is a contested solicitation. On April 1, 2026, the Company filed with the Securities and Exchange Commission (\u201cSEC\u201d) and began mailing to shareholders of record as of March 12, 2026 a definitive proxy statement and WHITE universal proxy card in connection with the Annual Meeting.<\/p>\n
\nBEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY\u2019S DEFINITIVE PROXY STATEMENT, THE WHITE UNIVERSAL PROXY CARD, AND ANY OTHER PROXY MATERIALS FILED BY THE COMPANY WITH THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION.<\/p>\n
\nShareholders may obtain the Company\u2019s definitive proxy statement, the WHITE universal proxy card, any amendments or supplements thereto, and other relevant documents filed with the SEC free of charge at the SEC\u2019s website at www.sec.gov<\/a>. Copies are also available free of charge on the Company\u2019s investor relations website under the \u201cCorporate\u201d tab at www.ingles-markets.com<\/a> or by contacting Barbara Arnold at barnold@ingles-markets.com<\/a>.<\/p>\n
\nThe Company, its directors, and certain of its executive officers and employees may be deemed to be \u201cparticipants\u201d in the solicitation of proxies from shareholders in connection with the matters to be considered at the Annual Meeting. Information regarding the identity of these participants and their direct or indirect interests in the solicitation is set forth in the Company\u2019s definitive proxy statement filed with the SEC on April 1, 2026, and may be supplemented in other materials filed with the SEC in connection with the Annual Meeting.<\/p>\n
\nShareholders are urged to vote \u201cFOR\u201d the Company\u2019s director candidates by using ONLY the Company\u2019s WHITE universal proxy card. Using any other proxy card will revoke prior voting instructions.<\/p>\n
Cautionary Note Regarding Forward-Looking Statements<\/b><\/p>\n
\nThis communication includes certain \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company\u2019s expected financial and operational results and the related assumptions underlying our expected results. These forward-looking statements are distinguished by use of words such as \u201canticipate,\u201d \u201caim,\u201d \u201cbelieve,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintends,\u201d \u201cmay,\u201d \u201cmight,\u201d \u201cplan,\u201d \u201cpossible,\u201d \u201cpotential,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201cshould,\u201d \u201cwill,\u201d \u201cwould\u201d and the negative of these terms, and similar references to future periods. These statements are based on management\u2019s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things: business and economic conditions generally in the Company\u2019s operating area, including inflation or deflation; shortages of labor, distribution capacity, and some product shortages; inflation in food, labor and gasoline prices; the Company\u2019s ability to successfully implement its expansion and operating strategies; pricing pressures and other competitive factors, including online-based procurement of products the Company sells; sudden or significant changes in the availability of gasoline and retail gasoline prices; the maturation of new and expanded stores; general concerns about food safety; the Company\u2019s ability to manage technology and data security; the availability and terms of financing; and increases in costs, including food, utilities, labor and other goods and services significant to the Company\u2019s operations. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the SEC, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.<\/p>\n