📄 What This Document Is 📑

This document is not a financial report; it is an "Additional Materials" filing (DEFA14A) issued by Ingles Markets, Incorporated. In simple terms, this filing is a highly public open letter to all company shareholders. Its sole purpose is to advocate for specific candidates during the company's Annual Meeting. Shareholders should treat this document as a strong corporate recommendation that highlights conflicts of interest and warnings about corporate governance.

👉 The core message is that the company board urges shareholders to vote "FOR" two specific director candidates, Rebekah Lowe and Dwight Jacobs, and actively cautions them against electing a third nominee, Rory Held.

🏢 What The Company Does 🏪

Ingles Markets is established as a leading grocery retailer operating across several southeastern states. The company provides essential goods to the community and manages various related businesses to support its core operations. This gives it a diverse and regional footprint.

• Business Scope: Ingles Markets operates 197 supermarkets, making it a significant regional grocer.
• Geography: The company conducts operations in six southeastern states and is headquartered in Asheville, North Carolina.
• Support Services: Beyond its supermarkets, the company owns a fluid dairy facility that supplies goods both to Ingles supermarkets and to outside, unaffiliated customers.

🚨 The Corporate Conflict: Why This Letter Was Written 🗣️

The open letter surrounding the annual meeting centers on a conflict in board representation. The Ingles Board has spent weeks campaigning to ensure the company's leadership maintains its independence and fiduciary focus. The letter strongly argues that the potential election of Rory Held would introduce significant, long-term damage and divided loyalties to the board.

👉 The board's central argument is that Mr. Held's professional ties make his loyalties owed to the Sackler family, rather than to Ingles Shareholders.

🕸️ Rory Held and the Sackler Connections 📜

This section details the allegations of conflicts of interest involving the nominee, Rory Held. The board argues that Mr. Held's professional history makes him beholden to the Sackler family, creating a direct conflict of loyalty should he be elected to the board.

• Role and Allegiance: The board states that Mr. Held's "loyalties are owed to the Sacklers," regardless of his position on the Ingles board.
• Trustee Roles: Mr. Held is identified in major bankruptcy court filings as a successor co-trustee for several large Sackler family trusts:
  • Crystal Trust: Formed September 25, 2017, its beneficiaries include Richard Sackler and his heirs.
  • Data Trust: Formed November 20, 2018, its beneficiaries also include Richard Sackler and his heirs.
• Sackler Influence: Mr. Held is deeply intertwined with the Sackler family trusts, which are used to hold funds salvaged from the Purdue Pharma bankruptcy.
• Historical Ties: Documents confirm Mr. Held has served as a director, manager, or officer of several major Raymond Sackler family entities related to Purdue Pharma’s bankruptcy.

⚖️ The Question of Fiduciary Duty ⚠️

Fiduciary duty is a legal obligation to act in the best financial interest of another party (in this case, the company and its shareholders). The board uses this concept to argue that Mr. Held cannot serve on the Ingles board. They argue that his external obligations to the Sackler family prevent him from having full, undivided loyalty to Ingles.

• The Conflict: The board states that because of his trustee duties, Mr. Held would have "potentially conflicting fiduciary duties of loyalty to the Sacklers and to Ingles," fundamentally calling his independence into question.
• Historical Context: The board notes that Summer Road, Mr. Held's employer, is the Florida family office of Richard Stephen Sackler, a direct connection to the Sackler family that is tied to the OxyContin opioid crisis.

🌳 Financial Engineering and Real Estate Concerns 💰

This section outlines the operational concerns the board has regarding Mr. Held's proposed financial strategies. The board warns that his "financial engineering" playbooks might prioritize short-term profits over the long-term health and value of the company.

• Real Estate Discrepancy: Mr. Held has suggested that Ingles owns over 1,800 undeveloped acres of real estate. However, the board asserts that Ingles actually has only 29 undeveloped holdings, which is significantly less acreage than claimed.
• Value of Owned Real Estate: For grocers, owning real estate is a huge strategic benefit, providing operational control and flexibility. This asset has helped Ingles generate more than $30 million in rental income over the past decade.
• The Warning: The board characterizes Summer Road and Mr. Held's focus as seeking a "quick hit gain at the expense of long-term value creation," a strategy they argue is responsible for the failure of previous grocers like A&P.

🗳️ Voting Instructions and Board Recommendations ✅

The primary directive from the board to shareholders is extremely clear: protect your investment by voting strategically. Shareholders should not be swayed by the opposing side's narrative.

• Recommended Votes: Shareholders are urged to vote "FOR" only the two current director nominees: Rebekah Lowe and Dwight Jacobs.
• The Mechanism: This must be done using the Company's WHITE universal proxy card. Using any other card will void previous voting instructions.
• The Board’s Stance: The board assures investors that Lowe and Jacobs are "respected, highly qualified, and independent," and committed to serving the best interests of all shareholders.

🌐 Supporting Information and Contacts 📞

If shareholders have questions or require assistance with casting their votes, several resources are provided. This information helps readers take action.

• Proxy Solicitor (Voting Assistance):
  • Firm: MacKenzie Partners, Inc.
  • Address: 7 Penn Plaza, New York, New York 10001
  • Phone: 1-800-322-2885 (toll-free)
  • Email: [email protected]
• Ingles Investor Relations:
  • Website: www.ingles-markets.com (under the “Corporate” tab)
  • Contact: Barbara Arnold ([email protected])
• Corporate Contacts:
  • CFO: Pat Jackson ([email protected] | (828) 669-2941)
  • Media: Eliza Rothstein / Zach Genirs

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🧠 The Analogy 🚢

Corporate governance is like the captain's wheel on a ship. The directors are the ones responsible for steering the vessel (the company) safely to its destination. When a board member—like Rory Held—has loyalties tied to a powerful external group (the Sackler family) and those loyalties conflict with the ship's actual journey (Ingles' best interests), they are like a captain who is constantly receiving conflicting orders from two different powerful port authorities. The board's argument is that a true captain must only serve one master: the shareholders who own the ship.

🧩 Final Takeaway — 🌟

The filing is a major warning signal about conflicts of interest. Ingles Markets advises shareholders that electing Mr. Rory Held could expose the company to long-term risk due to his established financial and legal ties to the Sackler family and their wealth derived from the Purdue Pharma crisis. Shareholders are strongly urged to vote for the current board nominees, Rebekah Lowe and Dwight Jacobs, to protect the company’s independence.