Leading Proxy Advisory Firms, Institutional Shareholder Services and Glass Lewis, Both Recommend Shareholders Vote on the Concerned Shareholders of Rocky Mountain’s Blue Proxy Card
2021年9月27日 - 10:20PM
ビジネスワイヤ(英語)
ISS Affirms Concerns of Entrenchment at
Rocky Mountain Chocolate Factory
Glass Lewis Confirms Long-Term
Underperformance of the Company
Vote on the BLUE Proxy Card Today for the
Concerned Shareholders of Rocky Mountain’s Highly Qualified
Candidates
AB Value Management LLC, collectively with its affiliates (“AB
Value”), and the other participants in this solicitation
(collectively, the “Concerned Shareholders of Rocky Mountain”)
representing approximately 14.70% of the outstanding shares of
Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) (the
“Company”), today acknowledged that Institutional Shareholder
Services, Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”),
each a leading proxy advisory firm advising institutional
investors, has provided significant validation of the need for
change on the Company’s Board of Directors (the “Board”) in
connection with 2021 Annual Meeting of Shareholders (the “2021
Annual Meeting”), to be held on October, 6, 2021.
ISS has recommended its clients vote on the BLUE proxy
card to elect each of the Concerned Shareholders of Rocky
Mountain’s candidates—Andrew T. Berger, Mark Riegel, Sandra
Elizabeth Taylor and Rhonda J. Parish—and for the group’s proposal
to redeem any poison pill previously issued and to abstain from
adopting or extending future any poison pill absent shareholder
approval within the previous 12 months (the “Poison Pill Redemption
Proposal”). Glass Lewis also recommended that shareholders vote for
Mr. Riegel and Ms. Taylor, and for the Poison Pill Redemption
Proposal on the BLUE proxy card.
Important statements by ISS and Glass Lewis in their voting
recommendations include:1
Underwhelming Stock and Operational Performance Warrant
Change
- “There are virtually no bright spots to speak of at the
Company, from share price or operational performance, to Company
strategy, or acquisition strategy...” 2
- “In sum, the Company’s TSR has fallen behind the broader market
over almost every period, except since the beginning of the
dissident’s current campaign, and the Company’s income metrics and
margins are on a multi-year slide, even when measured in the
pre-pandemic period.” 2
- “…the Board has reiterated many of the same strategic
priorities and objectives for several years, yet to little effect
in terms of actual improved performance or returns for
shareholders.” 3
The Board has Taken a Defensive, Haphazard Approach to
Governance
- “The Board’s decision to reduce its size to six members after
Thompson’s resignation is a defensive maneuver antithetical to the
accommodation of the dissident’s candidates. A more confident and
compromise-seeking Board would have offered this seat to a nominee
from the dissident slate, which could have been a step in the
direction that Thompson had hoped the parties to take. The Board’s
maneuver can be viewed as a signal that it is currently unwilling
to countenance a compromise with the dissident, even for a single
Board seat.” 2
- “…the Board formed a special committee that can only be called
gaffe-ridden and irregular, citing advice of advisors as
justification for their creation of the committee and ignoring of
the shareholder proposal.” 2
- “To be sure, we recognize that AB Value’s involvement appears
to have had a positive impact when it comes to improved governance
practices and Board refreshment.” 3
Concerned Shareholders of Rocky Mountain Candidates are Best
Positioned to Lead the Company Forward
- “…the only way that shareholders can protect against their
candidates’ marginalization on a reconstituted Board is to support
the entire dissident slate.” 2
- “The dissident has assembled nominees with the
industry-relevant, ESG, legal, and other skills in Riegel, Taylor,
and Parish that the Company needs to take the next step away from a
founder-led enterprise to a professionally managed company.” 2
- “We recommend RMCF shareholders support the election of …Mark
Riegel and [Sandra] Taylor, who we consider are the most qualified
candidates on the dissident’s slate, given their collective
experience in packaged foods, confection companies, consumer-facing
businesses, branding, and on other public company board.” 3
The Board has Refused to Allow Shareholders a Say on the
Longstanding Poison Pill
- “The Company has ignored a shareholder proposal to give it
feedback on a poison pill that has its origins in the previous
century…” 2
- “…shareholders should be troubled that the Board has chosen to
keep silent regarding a fundamental and contentious issue of
corporate governance and can legitimately question the Board’s
interest in receiving public feedback from shareholders, even in
the form of a non-binding poll.” 2
- “…the proposal will allow shareholders to have a say on the
Company’s existing long-term poison pill, for which we believe
little justification may exist. Accordingly, we believe that the
terms of this proposal are reasonable and that adoption of this
proposal would benefit shareholders.” 3
Both ISS’ and Glass Lewis’ analyses clearly support the
Concerned Shareholders of Rocky Mountain’s contentions that change
is necessary to provide accountability to shareholders and ensure
improved operational and governance practices. We believe that the
Concerned Shareholders of Rocky Mountain have the right
highly-qualified, independent candidates that can enact the type of
change needed to secure the best outcome for all shareholders.
Important Additional Information
AB Value Partners, LP and AB Value Management LLC, Andrew T.
Berger, Bradley Radoff, Rhonda J. Parish, Mark Riegel, and Sandra
Elizabeth Taylor (collectively, the “Participants”) have filed a
definitive proxy statement and an accompanying BLUE proxy
card with the SEC to solicit proxies from shareholders of the
Company for use at the 2021 Annual Meeting. THE PARTICIPANTS
STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Such proxy materials are available at no charge on the
SEC’s website at http://www.sec.gov. In addition, the Participants
in this proxy solicitation will provide copies of the proxy
statement without charge, upon request. Requests for copies should
be directed to the Participants’ proxy solicitor.
Certain Information Regarding the Participants
The Participants in the proxy solicitation are: AB Value
Partners, LP, AB Value Management LLC, Andrew T. Berger, Bradley
Radoff, Rhonda J. Parish, Mark Riegel, and Sandra Elizabeth Taylor.
As of September 23, 2021, AB Value Partners, LP directly owns
224,855 shares of common stock, $0.001 par value per share of the
Company (“Common Stock”). As of the date hereof, AB Value
Management LLC beneficially owns 460,189 shares of Common Stock. As
of the date hereof, Mr. Radoff directly owns 440,021 shares of
Common Stock. As of the date hereof, none of Mr. Berger, Ms.
Parish, Mr. Riegel, or Ms. Taylor directly own any shares of Common
Stock.
1 Permission to quote from the ISS and Glass Lewis reports was
neither sought nor obtained. 2 ISS Report, dated September 29,
2021. 3 Glass Lewis Proxy Paper, dated September 24, 2021.
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version on businesswire.com: https://www.businesswire.com/news/home/20210927005505/en/
John Glenn Grau InvestorCom LLC (203) 295-7841
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