AB Value-Radoff Group Highlights Continued Boardroom Dysfunction and Entrenchment at Rocky Mountain Chocolate Factory
2022年7月19日 - 9:00PM
ビジネスワイヤ(英語)
Urges Stockholders to Vote on BLUE Proxy Card to Elect Mary Bradley and Correne
Loeffler to the Board at the 2022 Annual Meeting – Only
Latest-Dated Vote Counts
AB Value Management LLC and Bradley L. Radoff (together with
their affiliates, the "AB Value-Radoff Group" or "we"), who own
approximately 17.6% of the outstanding shares of Rocky Mountain
Chocolate Factory, Inc. (NASDAQ: RMCF) ("Rocky Mountain" or the
"Company"), today issued the following statement in connection with
their campaign to elect two highly qualified and independent
candidates – Mary Bradley and Correne Loeffler – to the Company’s
Board of Directors (the “Board”) at the 2022 Annual Meeting of
Stockholders (the "Annual Meeting") scheduled for August 18,
2022:
“We believe Rocky Mountain continues to be held back by
dysfunctional corporate governance and insufficient boardroom
diversity. Unfortunately for stockholders expecting greater
competence and stewardship from new leadership, the Company has
merely shifted from operating under the value-destructive regime of
a failed founder to the unstable regime of Chair Jeffrey
Geygan. The best evidence of this appears to be the independent
directors’ poorly-communicated decisions to appoint, remove and
then re-appoint Mr. Geygan as Chair over the past year. It is
obvious to us that Mr. Geygan, who seemingly orchestrated the
selection of his long-time associate, Robert Sarlls, as Chief
Executive Officer and previously sought control of the Company, is
prioritizing a self-serving agenda. We also question how Mr. Geygan
has sufficient time to serve as Chair of Rocky Mountain when he is
already Chief Executive Officer of Global Value Investment
Corporation, which has four business lines, and Chairman of
Nasdaq-listed Wayside Technology Group. Perhaps this is why he has
not directly engaged with us since inappropriately seeking our vote
solely for his election at last year’s annual meeting in violation
of his cooperation agreement with the Company or why the Company
failed to resolve open litigations over the last 12 months. It
seems the independent directors recognize Mr. Geygan is unqualified
to lead them, but they lack the conviction required to appoint a
more experienced and viable permanent Chair. We hope this failure
to act is not the result of all directors having received an
increase in compensation following Mr. Geygan’s initial appointment
as Chair.
We also believe Brett Seabert is a conflicted and
problematic director. We suspect Mr. Seabert is only on the Board
because the Company’s prior Chief Executive Officer was his
long-time friend and best man. Mr. Seabert has no discernible
experience in corporate governance, consumer brands or franchising.
His irrelevant background includes serving as the Chief Financial
Officer of a small private construction business and is almost
entirely concentrated in the real estate development and
construction sectors. After five years of service, it has become
evident that he adds no detectable value to the Board and lacks
strong alignment with stockholders based on his meager
holdings.
Lastly, we contend Mark Riegel is ill-suited to serve as
Chair of the Nominating and Corporate Governance Committee. While
Mr. Riegel has additive marketing and manufacturing experience, his
lack of a public company background makes his selection as Chair of
the Nominating and Corporate Governance Committee particularly
perplexing. Under his watch, the Board has failed to add
individuals with necessary franchise experience. The Board has also
recently suffered the resignation of Elisabeth Charles, who was
appointed Chair after we initially conveyed concerns regarding Mr.
Geygan. It seems Mr. Riegel has done little to find a suitable
replacement for Ms. Charles or enhance gender diversity in the
boardroom. Most recently, the Board demonstrated its further
disregard for stockholder-friendly governance by accelerating this
year’s Annual Meeting date in an apparent attempt to avoid having
to use a universal proxy card. In addition, the Board has refused
to agree to our settlement offer to appoint one female franchise
expert to the Board in exchange for a multi-year agreement. It
should be abundantly clear at this point that Rocky Mountain needs
both of our candidates in the boardroom to foster proper corporate
governance and unlock value for all stockholders.”
VOTE THE BLUE
PROXY CARD TODAY!
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version on businesswire.com: https://www.businesswire.com/news/home/20220719005537/en/
Saratoga Proxy Consulting John Ferguson / Joe Mills,
212-257-1311 info@saratogaproxy.com
Longacre Square Partners Greg Marose / Bela Kirpalani,
646-386-0091 gmarose@longacresquare.com /
bkirpalani@longacresquare.com
Rocky Mountain Chocolate... (NASDAQ:RMCF)
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