Summer Road nominee Rory Held wins board seat at Ingles Markets (NASDAQ: IMKTA)

Rhea-AI Filing Summary

Ingles Markets, Incorporated: Summer Road LLC successfully elected its nominee, Rory A. Held, to the Company’s board at the 2026 annual meeting.

Summer Road, which holds approximately 3% of Class A common stock, reported that Mr. Held received support from about 62% of shares outstanding (approximately 70% of votes cast). Summer Road said it will engage with the Board on transparency and capital allocation.

Insights

Corporate Governance Analyst

Activist-backed director won a contested board seat, signaling shareholder appetite for change.

Summer Road’s election of Rory A. Held after soliciting votes with a GOLD universal proxy card shows an effective targeted campaign by a holder owning about 3% of Class A shares. The vote results—~62% of shares outstanding and ~70% of votes cast—indicate significant Class A shareholder alignment behind the nominee.

Key dependencies include how Mr. Held and the Board prioritize the stated goals of improved transparency and oversight of capital allocation. Subsequent filings and Board statements will reveal whether this translates into concrete proposals or changes to strategy.

Key Figures

Stake held by Summer Road: 3% of Class A common stock Support reported for nominee: 62% of shares outstanding Share of votes cast: 70% of votes cast

3 metrics

Stake held by Summer Road 3% of Class A common stock Beneficial ownership as stated by Summer Road

Support reported for nominee 62% of shares outstanding Preliminary voting results for Rory A. Held

Share of votes cast 70% of votes cast Preliminary vote share reported for Mr. Held

Key Terms

GOLD universal proxy card, definitive proxy statement, beneficial owner

3 terms

GOLD universal proxy card regulatory

"definitive proxy statement and accompanying GOLD universal proxy card"

A gold universal proxy card is a single ballot used in contested board elections that lists both the company’s nominees and challenger nominees, allowing shareholders to vote for any combination of candidates up to the number of open seats. It matters to investors because it simplifies and preserves their voting choice, reduces the likelihood that a split vote will unintentionally favor one side, and can materially influence who controls the board.

definitive proxy statement regulatory

"filed a definitive proxy statement and accompanying GOLD universal proxy card"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

beneficial owner market

"beneficial owner of approximately 3% of the outstanding shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Compensation Summary

Compensation details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under § 240.14a-12

INGLES MARKETS, INCORPORATED

(Name of Registrant as Specified In Its Charter)

SUMMER ROAD LLC

CAP 1 LLC

EAST RIVER PARTNERS LTD

EAST RIVER PARTNERS II LTD

UNCH CORP.

RORY A. HELD

FRANK S. VELLUCCI

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Summer Road LLC and the other participants named herein (collectively, “Summer Road”) have filed a definitive proxy statement and accompanying GOLD universal proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of Summer Road’s highly-qualified director nominee at the 2026 annual meeting of shareholders of Ingles Markets, Incorporated, a North Carolina corporation (the “Company”).

On April 30, 2026, Summer Road issued the following press release:

Summer Road Announces Shareholders Have Overwhelmingly Elected Rory A. Held to Ingles Markets’ Board of Directors

WEST PALM BEACH, Fla.--(BUSINESS WIRE)--Summer Road LLC (“Summer Road” or “we”), the beneficial owner of approximately 3% of the outstanding shares of Class A common stock of Ingles Markets, Incorporated (NASDAQ: IMKTA) (“Ingles” or the “Company”), today commented on the outcome of the Company’s 2026 Annual Meeting of Shareholders.

Based on preliminary voting results, Summer Road nominee Rory A. Held was elected to Ingles’ Board of Directors (the “Board”) with resounding support from approximately 62% of the shares outstanding, which represented approximately 70% of the total votes cast.

Mr. Held, Chief Investment Officer of Summer Road, stated:

“We would like to thank our fellow shareholders for their support and engagement throughout this campaign, and I look forward to continuing that dialogue as a director. Today's election represents a clear mandate from Class A shareholders that change is needed at Ingles. I am now fully focused on putting the proxy contest behind me and working collaboratively together with the other members of the Ingles Board to improve the Company’s transparency and instill better oversight of capital allocation.”

About Summer Road LLC

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

Contacts

For Investors:

Saratoga Proxy Consulting LLC

John Ferguson, (212) 257-1311

jferguson@saratogaproxy.com

For Media:

Longacre Square Partners

summerroad@longacresquare.com

FAQ

What happened at Ingles Markets' 2026 annual meeting (IMKTA)?

Summer Road LLC’s nominee, Rory A. Held, was elected to Ingles’ Board with support from about 62% of shares outstanding. Summer Road reported the vote represented roughly 70% of total votes cast, and the group holds about 3% of Class A stock.

Who is Summer Road LLC and what stake do they hold in IMKTA?

Summer Road LLC is a family office investor that stated it beneficially owns about 3% of Ingles’ Class A common stock. It filed a definitive proxy statement and used a GOLD universal proxy card to nominate a director.

What priorities did Summer Road set after the election?

Summer Road said it will work with the Board on improving transparency and strengthening oversight of capital allocation. The filing frames these as the nominee’s key areas of focus while serving on the Board.

How decisive was the shareholder vote for Rory A. Held?

According to Summer Road’s press release, Mr. Held received backing from approximately 62% of shares outstanding, which the group says equated to about 70% of votes cast, described as "resounding support."

Who can investors contact for more information about Summer Road’s proxy campaign?

The proxy campaign listed contacts: Saratoga Proxy Consulting LLC (John Ferguson) for investors and Longacre Square Partners for media via summerroad@longacresquare.com. These contacts were provided in the proxy materials.