Summer Road Responds to Ingles Markets’ Error-Filled and Deliberately Misleading Presentations
The Company’s
Ingles’ Board Made No Genuine Effort to Settle with Summer Road Because it Refuses to Acknowledge the Need for True Class A Representation So That it Can Keep Control and Continue Operating in the Shadows
Summer Road’s Interests Are Aligned with All Class A Shareholders, While Ingles’ Conflicted Board is Using Sensationalized and Dishonest Tactics to Shield Itself from Accountability
“Our campaign has always been about giving Class A shareholders truly independent representation on the Company’s Board of Directors following Ingles’ failures on transparency, capital allocation and governance. Instead of addressing investors’ concerns about its anemic growth, ambiguous corporate strategy, lack of shareholder engagement and Board oversight shortcomings, the Company is seeking to distract attention from these legitimate issues by fearmongering about our intentions. Shareholders should ask why Ingles is fighting so aggressively against the election of one qualified, independent Class A shareholder to the eight-member Board of a controlled Company. We urge our fellow investors to elect
While traditional and social media are filled with inflammatory quotes regarding the poor reputation of Chairman
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Setting the Record Straight: 10 Key Facts the Company Got Wrong |
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Ingles’ Fictions1 |
The Facts |
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“We tried repeatedly to reach a constructive resolution to avoid this proxy contest.” |
The Company consistently refused to acknowledge the need for a truly independent director on the Board. Instead of providing a settlement offer that would allow us to identify a new director, the Company’s legal counsel warned our legal counsel that if we were to proceed with a proxy contest, Ingles would seek to distract from the merits of our campaign by attacking the Sackler family – which is exactly what it has done with its misleading, inaccurate and inflammatory assertions.
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“We believe any Sackler-employed representative on the Ingles Board would be bad for Ingles, our communities and our stakeholders.” |
Shareholders are voting to elect
Summer Road and
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“Experience shows that a threat of a boycott is real if Sackler employee, |
There was no boycott at any
Mr. Held’s tenure at
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“Summer Road and |
We are hiding nothing. We have always said we are a family office, and the truth is we are an investor aligned with all Class A shareholders.
Ingles, on the other hand, is hiding information from its owners. The Company stopped holding quarterly earnings calls in 2016, discloses the least amount of information of its peers and doesn’t report the accurate picture of its real estate holdings.
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“Summer Road SEC filings exclude information about their Ingles holdings.” |
Summer Road has sent the Company position verification letters from our prime broker on multiple occasions dating back to the 2023 Annual Meeting. Our approximately 3% holdings were publicly disclosed in our proxy statement filing, as required by the
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“Ingles’ director candidates were selected through a robust process designed to identify highly-qualified, independent candidates with ‘fit for purpose’ experience.” |
The Board originally appointed
How can
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“The Company has a record of strong financial performance on all core grocery metrics.”
“Fiscal Q1 2026 year-over-year results significantly improved and indicate path to upside ahead.”
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Ingles’ 4% EBITDA growth over a 10-year period, on a 41% increase in net sales, cannot be considered strong financial performance in any scenario. Over the past three years, including the period prior to Hurricane Helene, the Company shrunk its earnings and sales and underperformed peers on same store sales growth, operating margin, return on equity and dividend growth.
The Company’s Q1 2026 results were up against two years of negative comparisons. Compared to two years ago (Q1 2024 – unaffected by Hurricane Helene), Ingles’ sales are lower by 7.3% and EBIT is lower by 35%. These are hardly results to give investors comfort in the upside ahead.
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“Our total shareholder return substantially exceeds relevant index and peer benchmarks.” |
Ingles conveniently excluded
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“Summer Road’s capital allocation suggestions would be value destructive.” |
According to the Company, capital return is OK as long as it solely benefits the Class B shareholders (i.e., the Ingle family). In Fiscal 2021, Ingles repurchased
At no point during our three-plus years of ownership has management or the Board ever engaged with us about any of our ideas. We therefore find it odd that they purport to know what
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“Owned real estate is an important component of long-term growth.” |
Ingles’ store base has not grown and sales from new stores has been a negative contributor over the past 10 years. The Company has not opened a new store in more than four years and many properties sit fallow. We agree that Ingles has valuable real estate – but why has leadership not done anything with its assets?
Summer Road’s analysis of Ingles’ owned real estate – which we shared with the Company in 2023 but received no response – is based on county records, since Ingles has disclosed extremely limited information.
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If you have questions about how to elect Summer Road’s independent nominee,
Shareholders Call Toll-Free: (888) 368-0379
info@saratogaproxy.com
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About
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1 Statements made in the Company’s |
View source version on businesswire.com: https://www.businesswire.com/news/home/20260409032545/en/
For Investors:
jferguson@saratogaproxy.com
For Media:
summerroad@longacresquare.com
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