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):
| ☐ | 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 17, 2026, Summer Road
issued the following press release:
Summer Road Calls on
the Board of Ingles Markets to Stop Wasting Shareholder Resources on Fabricated Issues to Mislead Shareholders
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.”
***
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.
***
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
