All Three Independent Proxy Advisors Recommend Ingles Markets Shareholders Vote for Rory A. Held
ISS, Glass Lewis and Egan-Jones All Support Summer Road’s Case for Boardroom Change
ISS, Glass Lewis and Egan-Jones All Endorse the Election of
Summer Road commented: “All three independent proxy advisors unanimously believe that shareholders should support boardroom change to restore investor transparency and drive long-term value. The proxy advisors’ respective reports highlight many of the issues raised by our campaign, including Ingles’ deficient disclosure, trailing shareholder returns, persistent operational underperformance and record of functioning like a privately held enterprise to the detriment of Class A shareholders. They have also taken note of the Company’s efforts to deceive the public, including by altering its peer group to artificially make its performance look better. We encourage shareholders to heed all three experts’ recommendations by electing
In its report, ISS wrote:1
- “[T]he company's corporate governance structure appears to be a quintessential example of a public company managed as if it were a private enterprise.”
- “Since 2021, Class A shareholders have expressed their dissatisfaction through their votes at each annual meeting, but the board does not appear to have made efforts to understand Class A shareholder views or address their profound dissatisfaction.”
- “[T]he board has long been complicit in disenfranchising Class A shareholders.”
- “[T]here are numerous unanswered questions about basic elements of the company's real estate strategy. This opaque approach to disclosure is inconsistent with the expectations of shareholders.”
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“[
Mr. Held ] has a relevant professional background and outside public board experience, and unlike Lowe, who was selected in a process overseen by the CFO (a Class B director), hewould impart much-needed independence from management and Class B directors, and he would add the perspective of an unaffiliated shareholder.”
In its report, Glass Lewis noted the following:2
- “[E]ven when accounting for the impact of Hurricane Helene, Ingles' shareholder returns have underperformed those of the Company's peers.”
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“Ingles' investor returns, growth and profitability have experienced a steady decline that seems to be attributable to structural weakness rooted in the Company's status quo, rather than cyclical headwinds affecting the broader
U.S. food retail industry.”
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Mr. Held's strongest area of expertise lies in capital allocation, which would be of great benefit for the Company in light of the performance and governance concerns mentioned above.”
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“Similarly, [Mr. Held’s] tenure on
Peak Resorts' board affords valuable experience in investor relations at a publicly listed entity, an issue that merits scrutiny at Ingles. […]Peak Resorts' shareholders benefited greatly from their long-term investment inPeak Resorts duringMr. Held's tenure.”
In its report, Egan-Jones concluded that:3
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“Over the past decade, the Company deployed approximately
$1.5 billion in capital expenditures with no meaningful improvement in operating income, while offering shareholders no transparent analysis of whether alternative capital deployment strategies would produce superior returns.”
- “We believe the incumbent board and management have lacked proactive strategic leadership, instead allowing the business to drift without a clearly and specific articulated plan for expansion, market repositioning, or capital deployment.”
- “The stock trades at approximately book value and at a discount to peers on most earnings-based metrics, reflecting persistent market skepticism regarding the Board's capital allocation discipline.”
- “The Company's Class A nominees were identified through a management-directed referral process, own no shares of Ingles, and provide insufficient assurance of independent representation for Class A shareholders.”
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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
Visit www.saratogaproxy.com/Ingles to review Summer Road’s materials.
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About
| _____________________________ |
| 1 Permission to quote ISS was neither sought nor received. Emphasis added. |
| 2 Permission to quote Glass Lewis was neither sought nor received. Emphasis added. |
| 3 Permission to quote Egan-Jones was neither sought nor received. Emphasis added. |
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