Ingles Markets, Incorporated announced on April 16 that it does not consider Rory Held to be an independent candidate for its board of directors due to what it describes as undisclosed conflicting fiduciary duties to the Sackler family. The company urged shareholders to vote only for its own director nominees, Rebekah Lowe and Dwight Jacobs, using the WHITE proxy card.
The issue arises ahead of Ingles Markets’ upcoming annual meeting, which features a contested solicitation for board seats. The company said that Summer Road’s proxy materials have presented Held as an independent voice, but Ingles claims this is inconsistent with his existing obligations as trustee of several Sackler family trusts. “Mr. Held is far from independent. He is deeply embedded in the Sackler family’s financial and governance structure where he serves as the Trustee of several Trusts established by the Sacklers to hold funds salvaged from the Purdue Pharma bankruptcy,” Ingles Markets said in its statement.
According to Ingles, Held currently acts as trustee for multiple trusts benefiting Richard Sackler and his heirs. As such, he owes legally enforceable duties of loyalty and care to those beneficiaries—duties that do not disappear if he joins another board. The company argued these obligations would create a conflict with his responsibilities at Ingles should their interests diverge: “He owes fiduciary duties of loyalty to the Sackler family and their heirs, and if the Sacklers’ interests diverge from those of Ingles, Mr. Held would face an unavoidable competing obligation to the Sackler family.”
Ingles further stated that directors are required by law to exercise undivided loyalty toward shareholders and warned that any divided loyalties undermine independence in corporate governance matters.
The Board expressed unanimous support for Rebekah Lowe and Dwight Jacobs as candidates who are free from competing fiduciary obligations: “They would come to the Ingles boardroom untethered by competing fiduciary obligations and fully aligned with the long‑term interests of all Ingles shareholders.”
Looking forward, shareholders were reminded about proxy voting procedures ahead of the annual meeting and encouraged to review all official proxy materials available through both regulatory filings and company resources.
