Glass Lewis Joins ISS in Recommending Rocky Mountain Chocolate Factory Stockholders Vote FOR AB Value-Radoff Group’s Highly Qualified Nominee
2022年8月10日 - 11:18PM
ビジネスワイヤ(英語)
Second Leading Independent Proxy Advisory
Firm Supports the Addition of Either the AB Value-Radoff Group’s
Nominee or its Proposed Mutually Agreed Upon Director
Candidate
Glass Lewis Describes the Company’s Recent
Actions as “Erratic and Unprecedented”
Vote the BLUE
Proxy Card Today for Improved Governance at Rocky Mountain
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 announced that Glass, Lewis & Co., LLC
(“Glass Lewis”), a leading independent proxy advisory firm, has
recommended the Company’s stockholders vote on the BLUE proxy card to elect the AB Value-Radoff
Group’s independent nominee. The recommendation from Glass Lewis
follows Institutional Shareholder Services Inc. (“ISS”) recently
recommending stockholders vote for change on the BLUE proxy card.
In its full report, Glass Lewis affirmed the AB Value-Radoff
Group’s case for boardroom change at Rocky Mountain:1
- “[…] there appears to be valid cause for ongoing shareholder
concern from a corporate governance perspective.”
- “[…] the Company's recent actions of first publicly imploring
the Dissidents to accept the board's own settlement proposal only
to publicly back out of the deal after the Dissidents agreed could
likewise be described as erratic and unprecedented.”
- “In our view, the Company's stated reasons for reneging on the
apparent settlement agreement at the last minute do not pass
muster.”
- “Furthermore, as the Dissidents highlight in their materials,
RMCF's total shareholder returns have been meaningfully negative
during [Mr. Seabert’s] tenure on the board.”
- “While [Mr. Seabert’s] service on RMCF's audit committee is
notable, given his lack of relevant industry experience outside of
RMCF and his limited public company board experience, as well as
his personal ties to RMCF's former CEO, who only recently left the
Company, we believe the Company could be overstating his importance
and we further question whether he is the best fit for the board at
this time amid the other board and management changes.”
With respect to the AB Value-Radoff Group’s nominee and proposed
mutually agreed upon director candidate, Glass Lewis noted:
- “…[I]t would seem to us that Ms. Sutton's experience in the
food industry, with franchising and in terms of corporate
governance would more than adequately fulfill the board's stated
prerequisites for a seventh director joining the board.”
- “In all cases, we believe the election or negotiated addition
of another director who has applicable industry experience (most
likely being either Ms. Bradley or Ms. Sutton) will help the
Company formulate and execute a turnaround plan and growth strategy
with the objective of improving RMCF's performance, governance and
shareholder returns.”
The AB Value-Radoff Group commented:
“We are very pleased that Glass Lewis has joined ISS in
recommending stockholders vote on the BLUE proxy card for our highly qualified
nominee. We agree that it is in the best interest of stockholders
for a new female director with independent perspectives and
additive experience in corporate leadership, franchising and the
broader food industry to join Rocky Mountain’s Board at this
critical juncture. We do not believe Brett Seabert should continue
serving as a director of the Company given his lack of relevant
experience, track record of overseeing significant value
destruction and ties to the failed founder-led era.
Although Rocky Mountain seems intent on stonewalling
negotiations, we want stockholders to know that we will continue
our efforts to reach a good faith settlement with the Company.
Adding a highly qualified female director to the Board – as Glass
Lewis notes – would help Rocky Mountain execute a turnaround plan
to improve the Company’s abysmal corporate governance and
persistent financial underperformance.”
VOTE THE BLUE
PROXY CARD TODAY!
_________________ 1 Permission to quote Glass Lewis was neither
sought nor obtained.
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version on businesswire.com: https://www.businesswire.com/news/home/20220810005565/en/
Saratoga Proxy Consulting John Ferguson / Joe Mills,
212-257-1311 info@saratogaproxy.com Longacre Square Partners Greg
Marose / Charlotte Kiaie, 646-386-0091 gmarose@longacresquare.com /
ckiaie@longacresquare.com
Rocky Mountain Chocolate... (NASDAQ:RMCF)
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