Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
2022年8月9日 - 5:52AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
|
(Name of Registrant as Specified In Its Charter)
|
|
AB VALUE PARTNERS, LP
AB VALUE MANAGEMENT LLC
ANDREW T. BERGER
BRADLEY L. RADOFF
MARY BRADLEY
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
AB VALUE PARTNERS, LP AND
BRADLEY L. RADOFF
AMENDMENT TO SUPPLEMENT
TO PROXY STATEMENT FILED ON JULY 21, 2022
2022 ANNUAL MEETING OF
STOCKHOLDERS
OF
ROCKY MOUNTAIN CHOCOLATE
FACTORY, INC.
This
amendment to proxy statement supplement (this “Amendment”) and accompanying BLUE proxy card are being furnished
to stockholders of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (“Rocky Mountain” or the “Company”)
by AB Value Partners, LP, Bradley L. Radoff and the other participants named herein (collectively, the “AB Value-Radoff Group”
or “we”) in connection with the solicitation of proxies from the holders (the “Stockholders”) of common stock,
par value $0.001 per share (the “Common Stock”), of the Company, in connection with the 2022 Annual Meeting of Stockholders
of the Company scheduled to be held virtually at www.cesonlineservices.com/rmcf22_vm on August 18, 2022 at 10:00 a.m., Mountain Time (including
any and all adjournments, postponements, continuations or reschedulings thereof, or any other meeting of Stockholders of the Company held
in lieu thereof, the “Annual Meeting”).
The AB
Value-Radoff Group filed its definitive proxy statement for the Annual Meeting with the Securities and Exchange Commission (the “SEC”)
on July 13, 2022 (the “Proxy Statement”) and a supplement thereto on July 21, 2022 (the “Supplement” and together
with the Proxy Statement, the “Definitive Proxy Statement”).
As disclosed
in the Supplement, the AB Value-Radoff Group mailed definitive proxy materials, including a BLUE proxy card, to Stockholders
on or about July 13, 2022, in furtherance of seeking the election of a slate of two highly qualified nominees. On July 20, 2022, the AB
Value-Radoff Group determined to reduce it slate of director nominees to just one nominee, Mary Bradley, in light of feedback we received
from Stockholders and our ongoing review of the best ways to ensure the Company is on the right track to enhance value for all Stockholders.
The Supplement in furtherance of the election of our one remaining nominee was mailed to Stockholders on or about July 21, 2022.
The purpose
of this Amendment is to clarify the effect of voting the BLUE proxy card that accompanied the Proxy Statement versus the BLUE
proxy card that accompanied the Supplement with respect to the election of directors (Proposal 1).
BLUE
proxy cards that have been or are submitted in connection with our mailing to Stockholders of the Proxy Statement and proxy card on or
about July 13, 2022 remain valid and will be voted at the Annual Meeting as instructed. If no indication is made with respect to the election
of directors, such proxy cards will be voted “FOR” the election of Ms. Bradley and the Company’s nominees other than
Brett P. Seabert and Jeffrey R. Geygan, for whom discretionary authority to vote for was not sought.
BLUE
proxy cards that have been or are submitted in connection with our mailing to Stockholders of the Supplement and proxy card on or about
July 21, 2022 remain valid and will be voted at the Annual Meeting as instructed. If no indication is made with respect to the election
of directors, such proxy cards will be voted “FOR” the election of Ms. Bradley and the Company’s nominees other than
Brett P. Seabert, for whom discretionary authority to vote for was not sought.
Accordingly,
if you do not resubmit your vote on the BLUE proxy card accompanying the Supplement, your shares will not be voted for a full slate of
six nominees in total. THEREFORE, EVEN IF YOU HAVE ALREADY SENT A PROXY CARD TO THE COMPANY OR VOTED ON THE FORM OF BLUE PROXY CARD ACCOMPANYING
THE PROXY STATEMENT, WE URGE YOU TO RESUBMIT YOUR VOTE ON THE BLUE PROXY CARD ACCOMPANYING THE SUPPLEMENT.
This
Amendment is dated August 8, 2022, and is first being furnished to stockholders on or about August 8, 2022. This Amendment should be read
in conjunction with the Definitive Proxy Statement. Defined terms used but not defined herein have the meanings ascribed to them in the
Definitive Proxy Statement.
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting
This Amendment, the Definitive Proxy Statement and our BLUE Proxy Card are available at no charge at:
www.saratogaproxy.com/RMCFcontest
If you have any questions, require assistance in
voting your BLUE proxy card, or need additional copies of the AB Value-Radoff Group’s proxy materials, please contact Saratoga
Proxy Consulting LLC at the phone numbers or email address listed below.
Stockholders call toll free at (888) 368-0379
Email: info@saratogaproxy.com
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
2022 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF AB VALUE PARTNERS, LP, BRADLEY L. RADOFF AND THE OTHER PARTICIPANTS IN THEIR PROXY SOLICITATION
THE BOARD OF DIRECTORS OF ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned appoints
Bradley L. Radoff, Andrew T. Berger, John Ferguson and Ryan Nebel, and each of them, attorneys and agents with full power of substitution
to vote all shares of common stock of Rocky Mountain Chocolate Factory, Inc. (the “Company”) which the undersigned would be
entitled to vote if personally present at the 2022 annual meeting of stockholders of the Company scheduled to be held virtually at www.cesonlineservices.com/rmcf22_vm
on August 18, 2022, at 10:00 a.m. Mountain Time (including any adjournments or postponements thereof and any meeting called in lieu thereof,
the “Annual Meeting”).
The undersigned hereby
revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the
undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may
lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the
herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting
that are unknown to AB Value Partners, LP and Bradley L. Radoff (collectively, the “AB Value-Radoff Group”) a reasonable time
before this solicitation.
IF NO DIRECTION IS INDICATED
WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1, “FOR” PROPOSAL 2 and
“AGAINST” PROPOSAL 3.
This Proxy will be valid
until the completion of the Annual Meeting. This Proxy will only be valid in connection with the AB Value-Radoff Group’s solicitation
of proxies for the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL
THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[X] Please mark vote as in this example
THE AB VALUE-RADOFF GROUP STRONGLY RECOMMENDS
THAT STOCKHOLDERS VOTE IN FAVOR OF THE NOMINEE LISTED BELOW IN PROPOSAL 1 AND AGAINST PROPOSAL 3. THE AB VALUE-RADOFF GROUP MAKES NO RECOMMENDATION
WITH RESPECT TO PROPOSAL 2.
| 1. | The AB Value-Radoff Group’s proposal to elect Mary Bradley as a director of the Company. |
|
FOR ALL
NOMINEES |
WITHHOLD
AUTHORITY TO
VOTE FOR ALL
NOMINEES |
FOR ALL EXCEPT
NOMINEE(S)
WRITTEN BELOW |
Nominees: |
Mary Bradley |
¨ |
¨ |
¨ |
|
And for the Company’s nominees other than Brett P. Seabert |
|
|
__________________ |
|
|
|
__________________ |
|
|
|
__________________ |
The AB Value-Radoff Group does
not expect that the nominee will be unable to stand for election, but, in the event that the nominee is unable to serve or for good cause
will not serve, the shares of common stock represented by this proxy card will be voted for substitute nominee(s), to the extent this
is not prohibited under the Company’s organizational documents and applicable law. In addition, the AB Value-Radoff Group has reserved
the right to nominate substitute person(s) if the Company makes or announces any changes to its organizational documents or takes or announces
any other action that has, or if consummated would have, the effect of disqualifying the nominee, to the extent this is not prohibited
under the Company’s organizational documents and applicable law. In any such case, shares of common stock represented by this proxy
card will be voted for such substitute nominee(s).
The AB Value-Radoff Group intends
to use this proxy to vote (i) “FOR” Mary Bradley and (ii) “FOR” the candidates who have been nominated by
the Company other than Brett P. Seabert, for whom the AB Value-Radoff Group is not seeking authority to vote for and will not exercise
any such authority. The names, backgrounds and qualifications of the candidates who have been nominated by the Company, and other information
about them, can be found in the Company’s proxy statement. There is no assurance that any of the candidates who have been nominated
by the Company will serve as directors if the AB Value-Radoff Group’s nominee is elected.
Note: If you do not wish for your
shares of common stock to be voted “FOR” a particular nominee, mark the “FOR ALL EXCEPT NOMINEE(S) WRITTEN BELOW”
box and write the name(s) of the nominee(s) you do not support on the line below. Your shares of common stock will be voted for the remaining
nominee(s). You may also withhold authority to vote for the candidates who have been nominated by the Company other than Brett P. Seabert
by writing the names of such candidate(s) below.
________________________________________________________________
| 2. | Company’s proposal to ratify the appointment of Plante & Moran PLLC as the Company’s independent
registered public accounting firm for the fiscal year ending February 28, 2023. |
|
¨ FOR |
¨ AGAINST |
¨ ABSTAIN |
| 3. | Company’s proposal to approve, on a non-binding advisory basis, the compensation of the Company’s
named executive officers. |
|
¨ FOR |
¨ AGAINST |
¨ ABSTAIN |
DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS
SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME
APPEARS ON THIS PROXY.
Rocky Mountain Chocolate... (NASDAQ:RMCF)
過去 株価チャート
から 7 2024 まで 8 2024
Rocky Mountain Chocolate... (NASDAQ:RMCF)
過去 株価チャート
から 8 2023 まで 8 2024