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. )
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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)
|
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| ☐ | Fee paid previously with preliminary materials |
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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 28, 2026, Rory A.
Held of Summer Road was quoted in the following article published by Grocery Dive:
Ingles Markets’ real
estate grabs attention in proxy fight
The regional grocer says activist
investment firm Summer Road has a “total lack of understanding” of its real estate holdings.
Published April 28, 2026
By Sam Silverstein
Reporter
As Ingles Markets braces for shareholders to
vote this week on whether to elect a change-minded outside investor nominated by a vocal activist investment firm to its board of directors,
the chain’s real estate strategy has emerged as a key flash point.
Summer Road, the activist investment firm that
is trying to persuade investors to vote for that nominee, Rory Held, during Ingles’ annual meeting on Thursday, contends
that Ingles has allowed hundreds of acres of land to sit “fallow and in disrepair, dragging down corporate returns and failing
the communities Ingles serves.”
Summer Road says it is the beneficial owner of about
3% of the outstanding shares of Ingles’ Class A common stock.
The investment firm added in a proxy
statement filed with the Securities and Exchange Commission that it believes Ingles has underperformed compared with other grocery
store operators, in part because it has not effectively used the land it owns. “The Company has allocated significant resources
to acquiring land and buildings – often former competitor sites – that appear to sit idle or earn no meaningful economic return
for shareholders,” Summer Road said.
In a statement Summer Road provided to Grocery
Dive, Held said he is concerned that Ingles has not developed land it owns into new stores or shopping centers or “put to other
productive uses.”
“Ultimately, the company’s inaction
has resulted in stranded costs and significant lost economic opportunity for shareholders and for the communities in which it operates,”
Held said in the statement.
Ingles said the investment firm has vastly
overstated the grocer’s real estate holdings, adding that undeveloped land “is strategically important to our long-term
growth.” Summer Road’s claims illustrate that it has a “total lack of understanding of Ingles’ real estate holdings,”
Ingles said.
Ingles also argues that the company’s properties
— which include the land that 174 of its 194 supermarkets sit on — enable it to remain agile by giving it
the “flexibility to expand and rearrange store offerings to address evolving customer preferences.” In addition,
the grocer also says that owning land strengthens its balance sheet, adding that it has received more than $30 million in gross rent from
its tenants.
“For grocers broadly, owned real estate
is one of the most important drivers of long-term value. For Ingles in particular, strategic ownership of assets provides competitive
value creation advantages, including operational control and growth opportunities,” Ingles said in a presentation aimed at dissuading
shareholders from voting for Held.
If elected to Ingles’ eight-member board,
Held will push the company to investigate dividing the retailer’s real estate and grocery operations into two separate
companies, according to an April 1 statement from Summer Road. “This separation would likely result in a material re-rating of the
Company’s valuation, optimize the capital structure of both entities and potentially catalyze strategic interest from larger grocers,”
Summer Road said.
Separating the company as Summer Road has suggested
would amount to a sale-leaseback strategy that “would be value destructive to Ingles,” according to the grocer.
“Charging rent to every store would wipe
away profitability and compensation that our valued employees benefit from,” Ingles said.
A spokesperson for Ingles said the company did
not wish to comment and pointed to the grocer’s published statements about Held’s nomination.
The dispute over Ingles’ approach to managing
its real estate points to a fundamental issue retailers routinely grapple with as they decide how to deploy resources, said David Halliday,
associate teaching professor of strategic management and public policy at the George Washington University School of Business.
For retailers, deciding whether to own or lease
land for their facilities includes examining how they want to deploy capital, because investing money into land means those funds are
unavailable for other uses that might deliver a higher rate of return, Halliday said.
Part of making that choice for a given store
involves assessing the risk that the retailer might not be able to renew its lease, which could be problematic if developing the facility
requires costly work.
Another factor retailers have to consider is
that grocers’ stores tend to be attractive tenants for real estate investment trusts, which own many of the nation’s shopping
centers, Halliday said.
“There is a very massive, very deep pool
of capital available for reasonable projects and grocery stores are one of the most sought-after REIT investments, especially considering
that the real estate developers can get a 20-year leaseback once they build the property,” Halliday said. “Their goal isn’t
to take advantage of the grocery stores. Their goal is to build a market-rate, high-quality asset that returns a solid future investment,”
Halliday said.
Ingles is not alone among publicly traded grocers
in owning a high percentage of the properties its stores occupy, although food retailers that fall into that category tend to be national
chains.
Walmart, for example, owned more than 3,700 of the over 4,600 stores it runs in the U.S. as of Jan. 31, while
Costco owned the land and buildings that are home to 512 of the 629 membership warehouses it operated in the U.S. and
Puerto Rico as of Aug. 31, 2025.
By contrast, Kroger owned just over half
of the facilities that are home to its nearly 2,700 supermarkets as of Jan. 31, although some of those sit on land the company
leases. Meanwhile, about 40% of Albertsons’ 2,244 stores were in facilities the company owns or leases as of Feb.
28.
Weis Markets owned 108 of the
202 grocery stores it operated as of Dec, 27, 2025.
Ingles has also asserted that Held’s role
as chief investment officer of Summer Road would pose a risk to the company and its shareholders because the investment firm manages money
that belongs to the Sackler family, which formerly controlled opioid medicine maker Purdue Pharma. That company was forced into bankruptcy
in connection with its links to the opioid crisis.
The grocer has urged shareholders to vote for
its two nominees to the board: Dwight Jacobs, a former Duke Energy senior executive, and Rebekah Lowe, a former regional bank
president.
