🧾 What This Document Is

This is a Definitive Additional Material (DEFA14A) filed with the SEC. It's not the main proxy statement, but rather additional, aggressive arguments sent to shareholders by Ingles Markets' management. Think of it as a direct, public rebuttal and attack ad in the middle of a proxy fight. Its goal is to convince shareholders to vote for the company's own board candidates and against an activist investor group called Summer Road, which is linked to the Sackler family.

👉 In simple terms: This is Ingles' management fighting back hard against an activist investor, urging shareholders to side with them.

🏢 What The Company Does

Ingles Markets, Incorporated (ticker: IMKTA) is a major regional grocery store chain. It operates 197 supermarkets across six southeastern U.S. states and is headquartered in Asheville, North Carolina. Beyond groceries, it owns shopping centers (often with an Ingles as the anchor) and a dairy processing plant.

👉 In simple terms: They are a large, traditional supermarket operator in the Southeast, also involved in related real estate and dairy production.

⚖️ The Core Accusation: Hiding the Sackler Connection

The entire document centers on one explosive claim: The activist group "Summer Road" and its principal, Rory Held, are secretly controlled by members of the Sackler family, the owners of Purdue Pharma (maker of OxyContin). Ingles alleges Summer Road has a history of hiding this connection.

Key Evidence Presented:

• In past investments (like ski resort company Peak Resorts), Sackler-linked entities invested through obscure names like "Cap 1" without disclosing the Sackler tie.
• This only came to light after media investigations in 2018.
• Ingles argues: "If they hid it before, they are hiding it again now at Ingles."

👉 Why it matters: Ingles is painting Summer Road as secretive and untrustworthy, leveraging the Sackler family's notorious reputation.

📦 Reputational & Financial Risk: The "Peak Resorts" Case Study

Ingles uses the historical example of Peak Resorts (a ski resort operator) as a cautionary tale for what could happen to them. When the Sacklers' ownership of Peak Resorts became public:

1. Community Backlash: There were boycotts, negative press, and condemnation from elected officials.
2. Lost Business Relationships: A Summer Road executive testified under oath that seven financial institutions cut ties with the Sackler family due to reputational risk.
3. Hypothetical Cost to Ingles: Ingles calculates that losing just 5% of sales due to customer boycotts would mean ~$250 million in lost revenue and ~$8.8 million in lost profit.

👉 Why it matters: Ingles is making a direct, financial argument that associating with the Sacklers could poison its brand, drive away customers, and hurt its bottom line.

🔍 Scrutinizing the Activist's "Star" Director

Summer Road touts Rory Held's board experience at Peak Resorts. Ingles attacks his credentials point-by-point:

• Limited Experience: His only public company board service was at Peak Resorts for 32 months.
• Not Independent: He was the Sacklers' direct representative. His board compensation was paid directly to Summer Road, not to him personally.
• Questionable Governance: During his tenure, the Peak Resorts board had poor governance practices (e.g., few independent directors, shareholder-unfriendly provisions), which were criticized by proxy advisor ISS.

👉 Why it matters: Ingles is arguing that Summer Road's proposed director isn't a seasoned governance expert, but rather a proxy for the Sacklers' interests.

💰 Accusations of Preferential Treatment & Short-Termism

The filing alleges the Sacklers received special, preferential deals at Peak Resorts that hurt other shareholders:

• They provided a $50 million loan and $20 million in preferred stock on terms that may have been above market.
• This potentially gave them control over the company's future.

Ingles also attacks Summer Road's "long-term investor" claim, pointing out their 5.5-year hold of Peak Resorts before selling it to Vail Resorts is not long-term for the grocery industry. They frame the profits as "dirty money" from communities devastated by OxyContin.

🔮 What's Next & The Ask

The message is clear: Vote for Ingles' board candidates (Rebekah Lowe and Dwight Jacobs) on the WHITE proxy card. They urge shareholders to protect their investment and the company's reputation. The annual meeting vote is the critical next step.

• Contact for Help: Shareholders can contact the proxy solicitor, MacKenzie Partners, at 1-800-322-2885 or [email protected].
• Company Contacts: For investor relations, Barbara Arnold ([email protected]); Media, Joele Frank (212-355-4449).

🧠 The Analogy

This is like a homeowner discovering that the aggressive activist neighbor trying to join the homeowners' association is secretly backed by a notorious, litigious developer with a history of causing problems in other neighborhoods. The current board is frantically showing everyone the developer's old court records and warning, "If you let them in, we'll all get sued, property values will drop, and our community's good name will be ruined."

🧩 Final Takeaway

Ingles Markets is in a brutal proxy fight, accusing its activist opponent (Summer Road) of being a front for the controversial Sackler family. The company argues that this association poses severe reputational and financial risks, using the documented backlash at another Sackler-invested company as its primary evidence. The core plea to shareholders is to reject Summer Road's nominees to protect the company's future.