Summer Road Calls on the Board of Ingles Markets to Stop Wasting Shareholder Resources on Fabricated Issues to Mislead Shareholders

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fiduciary duty regulatory

Fiduciary duty is the legal and ethical obligation of someone who manages money or makes decisions on behalf of others to act honestly, loyally, and in the best financial interest of those people. Think of it like a trusted guardian managing a household budget who must put the family's needs ahead of their own; for investors, it reduces the risk of conflicts of interest, mismanagement, or self-dealing and helps protect their assets and returns.

family office financial

A family office is a private organization that manages the financial affairs, investments and often day-to-day wealth needs of one wealthy family or a small number of families, acting like a household’s dedicated finance team. It matters to investors because family offices can move large amounts of capital quietly and for the long term—choosing investments, buying firms or funding startups—which can influence market prices, deal availability and how businesses are run.

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A universal proxy card is a single voting ballot sent to shareholders that lists every director nominee put forward by both the existing board and any challengers, allowing investors to pick any mix of candidates they prefer. Like a combined ballot at a community election, it makes voting easier, increases individual shareholder control, and can materially change the dynamics, cost and likely outcome of contested board elections.

Class A shareholders financial

Class A shareholders are owners who hold a specific category of a company’s stock that carries particular rights or privileges, commonly relating to voting power, dividend priority, or transferability. Knowing whether shares are Class A matters to investors because it affects influence over corporate decisions and potential returns — like having a premium ticket at an event that gives you better seats or earlier access compared with other ticket types.

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Rory A. Held Has No Conflict of Interest with Ingles Shareholders and Would Owe a Fiduciary Duty to ALL Ingles Shareholders if Elected to the Board

Mr. Held Is More Aligned With Shareholders Than Rebekah Lowe and Dwight Jacobs, Neither of Whom Owns a Single Ingles Share

WEST PALM BEACH, Fla.--(BUSINESS WIRE)-- Summer Road LLC (“Summer Road” or “we”) today issued the following statement in response to Ingles Markets, Incorporated’s (NASDAQ: IMKTA) (“Ingles” or the “Company”) repeated dishonest and misleading public statements.

“The Company’s daily, disjointed attacks on Summer Road should make shareholders question the judgment of the incumbent Board and its vehement opposition to the election of a truly independent Class A shareholder voice. To suggest that Rory A. Held, due to being a trustee of Summer Road’s family office client, would be prohibited from acting in the best interest of Ingles shareholders demonstrates the Board’s complete lack of understanding of public company governance. Mr. Held has been entrusted as a fiduciary for multiple families (not just clients of Summer Road) because of his financial acumen, sound judgment and personal integrity. The fact that multiple families place their long-term financial security in Mr. Held’s hands is a powerful testament to the credibility and independent thinking he would bring to the Ingles boardroom.

To be clear, if elected to the Board, Mr. Held – who personally owns more Ingles stock than all the ‘independent’ Board members combined, directly aligning his interests with shareholders – would owe a fiduciary duty to all Ingles shareholders that legally supersedes any other obligation. Using the Company’s faulty logic and misunderstanding of corporate governance, Chairman Robert P. Ingle, II should be disqualified from serving as a director given that he is a trustee for Ingle family trusts.

The Board’s smear and distraction campaign does nothing to address the facts of Ingles’ lagging shareholder returns, deficient disclosure, lack of boardroom accountability, operational underperformance and disastrous capital allocation. We encourage shareholders to elect Mr. Held to ensure that Class A shareholders finally have true independent representation on Ingles’ Board.”

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If you have questions about how to elect Summer Road’s independent nominee, Rory A. Held, to the Ingles Board using the GOLD universal proxy card, please contact:

Saratoga Proxy Consulting LLC
520 8th Avenue, 14th Floor New York, NY 10018
Shareholders Call Toll-Free: (888) 368-0379
info@saratogaproxy.com

Visit www.saratogaproxy.com/Ingles to review Summer Road’s materials.

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About Summer Road LLC

Summer Road LLC is a family office which invests across a diverse range of strategies and asset classes.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260417456295/en/

For Investors:
Saratoga Proxy Consulting LLC
John Ferguson, (212) 257-1311
jferguson@saratogaproxy.com

For Media:
Longacre Square Partners
summerroad@longacresquare.com

Source: Summer Road LLC