Ingles Markets has released an investor presentation ahead of its April 30 annual meeting, intensifying its opposition to a director nominee put forward by Summer Road LLC, the family investment office of David Sackler. Summer Road responded with its own statement disputing the grocer’s claims.
The Asheville, North Carolina-based grocer is urging shareholders to vote for its two independent director candidates — Rebekah Lowe and Dwight Jacobs — on the company’s white proxy card and reject Rory Held, who was nominated by Summer Road. The Sackler family owned Purdue Pharma, the manufacturer of OxyContin, and paid billions in fines and settlements related to the opioid crisis.
Company’s case
The presentation highlights Ingles’ financial track record, noting that the company’s total shareholder return has outperformed relevant index and peer benchmarks. It also points to improved first-quarter fiscal 2026 results as evidence of momentum following the impacts of Hurricane Helene.
Ingles said it offered on multiple occasions to collaborate with Summer Road on identifying an independent director candidate unaffiliated with the Sacklers, but Summer Road insisted on Held. The company contends that any Sackler-affiliated board member would damage customer trust and erode sales in the six Southeastern states where it operates, given the impact of the opioid epidemic on those communities.
“We strongly believe that allowing any Sackler representative to influence the company as a member of the board would be bad for Ingles, bad for shareholders, bad for associates, bad for customers and bad for the communities we serve,” the company stated.
Ingles said its candidates were selected through a process focused on relevant experience. Lowe brings more than 25 years of experience in customer-focused operations and public company board service. Jacobs is a public company executive with a background in operations, supply chain, real estate and finance.
The company said it plans to invest $120 million to $160 million in capital over the next two fiscal years, including technology upgrades and store remodels.
Summer Road’s response
Summer Road, which holds approximately 3 percent of Ingles’ outstanding Class A shares, fired back in a statement accusing the company’s board of using inflammatory tactics to avoid accountability on governance, capital allocation and transparency issues.
“Our campaign has always been about giving Class A shareholders truly independent representation on the Company’s Board of Directors,” Summer Road stated. “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.”
Summer Road disputed Ingles’ characterization of settlement efforts, saying the company refused to acknowledge the need for a truly independent director and that Ingles’ legal counsel warned Summer Road it would attack the Sackler family connection if a proxy contest moved forward.
The fund also challenged Ingles’ financial narrative, arguing that the company’s 4 percent EBITDA growth over a 10-year period on a 41 percent increase in net sales does not constitute strong performance. Summer Road noted that Ingles’ first-quarter fiscal 2026 results, which the company cited as evidence of improvement, were measured against two years of negative comparisons. Compared with the first quarter of fiscal 2024 — before Hurricane Helene — sales were down 7.3 percent and EBIT was down 35 percent, according to Summer Road.
Summer Road also raised concerns about capital return, noting that Ingles repurchased $80 million of stock in fiscal 2021 exclusively from Class B shareholders — held by the Ingle family — while no Class A stock has ever been repurchased and the Class A dividend has been largely stagnant for 10 years.
Held, Summer Road’s nominee, personally owns more Ingles shares than all independent board members combined, according to the fund. Summer Road noted that Held has never worked for Purdue Pharma.
Ingles Markets operates 197 supermarkets across six Southeastern states. The annual meeting is scheduled for April 30.