Highlights Company’s Track Record of Superior
Shareholder Value Creation and Execution of Unique Strategy Driven
by Innovation, Differentiation and Financial Discipline
Reiterates Substantial and Proactive Steps
Being Taken by Management and Board in Response to Current Industry
Headwinds
Underscores Buffalo Wild Wings’ Best-in-Class,
Refreshed Board Dedicated to Shareholder Value Creation
Reiterates that Marcato’s Criticisms Are
Unfounded and Marcato’s Refranchising Proposal is Unprecedented,
Reckless and Value Destructive
Demonstrates the Conflicts of Interest and
Weaknesses of Marcato's Board Nominees
If Marcato is Successful, All Directors with
More than 8 Months’ Experience Would be Removed from the Board
Urges Shareholders to Vote “FOR” Each of
Buffalo Wild Wings’ Highly-Qualified Director Nominees on the
YELLOW Proxy Card
Buffalo Wild Wings, Inc. (NASDAQ:BWLD) today announced that it
has released an investor presentation in connection the company’s
upcoming 2017 Annual Meeting of Shareholders (“Annual Meeting”) to
be held on June 2, 2017. Buffalo Wild Wings shareholders of record
at the close of business on April 13, 2017 are entitled to vote at
the Annual Meeting.
The 93-page presentation and other important materials related
to the Annual Meeting can be found on the company’s website at
http://www.buffalowildwings.com/en/2017-annual-meeting/ and have
been filed with the Securities and Exchange Commission (“SEC”). The
presentation highlights the importance of electing the Buffalo Wild
Wings’ nominees at the upcoming Annual Meeting and discarding the
proxy cards being mailed by Marcato Capital Management, L.P.
(“Marcato”).
As highlighted in Buffalo Wild Wings’ presentation, one of
Marcato’s own nominees for the Board of Directors, Emil Lee
Sanders, has given Buffalo Wild Wings shareholders one of the best
reasons to vote against Marcato and for the Board’s nominees.
Marcato nominated Mr. Sanders and has published two full pages of
materials strongly advocating for the election of Mr. Sanders
because of his supposed knowledge of restaurants. Yet it was Mr.
Sanders himself who wrote that Marcato’s plan for Buffalo Wild
Wings – which presumably Mr. Sanders would carry out if he were
elected to the Board – involves:
“Massive G & A cuts and layoffs…
Let's hope the lights are left on.”
Buffalo Wild Wings - one of the most successful restaurant
companies in the United States - believes that its shareholders
should not have to “hope” that their healthy, multi-billion dollar
company survives. Do Marcato and Mr. Sanders really think that
Buffalo Wild Wings shareholders, who have been rewarded with
compounded returns of 24% per year since the company’s 2003 IPO,
should voluntarily elect a slate of directors who will risk the
company’s survival, just so short-term performance can be
enhanced?
The Buffalo Wild Wings Board of Directors encourages all
shareholders to protect their investments by voting the
YELLOW proxy card “FOR” the election of all nine of
the Board’s experienced and highly-qualified director nominees:
Cynthia L. Davis, Andre J. Fernandez, Janice L. Fields, Harry A.
Lawton, J. Oliver Maggard, Jerry R. Rose, Sam B. Rovit, Harmit J.
Singh and Sally J. Smith.
In its detailed presentation, Buffalo Wild Wings also
demonstrates:
- Buffalo Wild Wings Has Delivered
Superior Value to Shareholders.
- The company has delivered a total
shareholder return of 1754% since its 2003 IPO, well in excess of
casual dining peers.1 Over the last one-, three- and five-year
periods, the company's stock has outperformed the median
performance of its casual dining peers.
- Buffalo Wild Wings has consistently
outperformed its peers on almost every operational and financial
metric, such as restaurant-level margins and profit growth.
- Buffalo Wild Wings Is Successfully
Executing Its Unique Strategy Driven by Innovation, Differentiation
and Financial Discipline.
- Buffalo Wild Wings has positioned
itself uniquely in the casual dining sector and continues to
innovate to appeal to sports fans, millennials and families, while
driving revenue growth and prudently managing costs.
- Buffalo Wild Wings continuously
evaluates its restaurant assets and ownership mix based on a number
of factors, and has recently decided to sell approximately 80
company-owned units to maximize shareholder value.
- Buffalo Wild Wings is optimizing its
capital structure and has returned a substantial amount of cash to
shareholders.
- Buffalo Wild Wings Is Taking
Proactive Steps in Response to the Current Operating
Environment.
- The Company has undertaken key sales
initiatives including takeout and delivery offerings, loyalty
programs, single day events and enhancing its lunch programs.
- Restaurant level costs are being
reduced through a continued focus on cost of goods sold, labor
operations, operating expenses and occupancy costs.
- Buffalo Wild Wings’ ongoing initiatives
will generate $40-$50 million of annual savings by the end of
2018.
- Buffalo Wild Wings Has the Right
Board and Leadership and Compensation Is Aligned with Shareholder
Interests.
- Over the past 18 months, the company
has substantially refreshed its Board and management team and now
has one of the lowest tenured Boards in all of casual dining.
- The company’s executive compensation
programs have been overwhelmingly supported by shareholders and
align management’s incentives with the creation of shareholder
value.
- Marcato’s Criticisms Are Unfounded,
and Certain Proposals are Reckless and Would Be Damaging to Buffalo
Wild Wings’ Future.
- The company has engaged extensively
with Marcato and has reviewed its critiques and suggestions
thoroughly, with the assistance of outside financial advisors.
- Marcato has offered no plan for
operating Buffalo Wild Wings differently, except that Marcato
believes that the company should sell nearly all its restaurants to
franchisees. Marcato’s analysis for this proposal is based on
numerous false, unrealistic and unproven assumptions, as described
more fully in the investor presentation.
- Marcato’s Nominees, Other than Sam
Rovit, Would Not be Helpful Additions to the Buffalo Wild Wings
Board.
- One of the Marcato nominees has grossly
exaggerated his professional biography, sought to benefit
personally from Marcato’s actions and has separately expressed
doubts about the impact of Marcato’s plans for Buffalo Wild
Wings.
- Buffalo Wild Wings considered carefully
Marcato’s other nominees, determined to nominate one of them to the
Board and concluded that the other nominees lacked unique skills
and proven track records.
- Marcato is seeking to remove every
independent director who has served on the company’s Board for more
than eight months. If Marcato is successful, the Board would be
left without critical institutional knowledge.
We encourage all shareholders to carefully review Buffalo Wild
Wings’ proxy statement and the investor presentation, which is
available at
http://www.buffalowildwings.com/en/2017-annual-meeting/.
The company urges shareholders to vote “FOR” each of
Buffalo Wild Wings’ nine nominees today by telephone, by Internet
or by signing and dating the YELLOW proxy card and returning
it in the postage-paid envelope provided. No matter how few shares
they own, it is important that all shareholders have their voices
heard in this critically important decision regarding shareholders’
investment. The company further encourages shareholders to discard
any proxy materials sent to them by Marcato.
Lazard Ltd is serving as financial advisor and Faegre Baker
Daniels is serving as legal advisor to the company.
If you have any questions or require any
assistance with voting your shares, please contact the company’s
proxy solicitor listed below:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Call Collect: (212) 929-5500
or
Toll-Free (800) 322-2885
Email:
proxy@mackenziepartners.com
About the Company
Buffalo Wild Wings, Inc., founded in 1982 and headquartered in
Minneapolis, is a growing owner, operator and franchisor
of Buffalo Wild Wings(R) restaurants featuring a variety of
boldly-flavored, made-to-order menu items including its namesake
Buffalo, New York-style chicken wings. The Buffalo Wild
Wings menu specializes in 21 mouth-watering signature sauces
and seasonings with flavor sensations ranging from Sweet BBQ(TM) to
Blazin'(R). Guests enjoy a welcoming neighborhood atmosphere that
includes an extensive multi-media system for watching their
favorite sporting events. Buffalo Wild Wings is the
recipient of hundreds of "Best Wings" and "Best Sports Bar" awards
from across the country. There are currently more than
1,220 Buffalo Wild Wings locations around the world.
To stay up-to-date on all the latest events and offers for
sports fans and wing lovers, like Buffalo Wild
Wings on Facebook, follow @BWWings
on Twitter and visit www.BuffaloWildWings.com.
Cautionary Statement Regarding Certain Information
This communication contains “forward-looking statements” within
the meaning of the federal securities laws. Such statements include
statements concerning anticipated future events and expectations
that are not historical facts. All statements other than statements
of historical fact are statement that could be deemed
forward-looking statements. Actual results may vary materially from
those expressed or implied by forward-looking statements based on a
number of factors, including the factors described under “Risk
Factors” in Part I, Item 1A of our Annual Report on Form 10-K for
the fiscal year ended December 25, 2016, as updated or supplemented
by subsequent reports we file with the SEC. We do not assume any
obligation to publicly update any forward-looking statement after
they are made, whether as a result of new information, future
events or otherwise.
Important Information
Buffalo Wild Wings, Inc., its directors and certain of its
executive officers and employees are participants in the
solicitation of proxies from Buffalo Wild Wings shareholders in
connection with its 2017 annual meeting of shareholders to be held
on June 2, 2017. Information concerning the identity and interests
of these persons is available in the definitive proxy statement
Buffalo Wild Wings filed with the SEC on April 20, 2017.
Buffalo Wild Wings has filed a definitive proxy statement in
connection with its 2017 annual meeting. The definitive proxy
statement, any amendments thereto and any other relevant documents,
and other materials filed with the SEC concerning Buffalo Wild
Wings are (or will be, when filed) available free of charge at
http://www.sec.gov and http://ir.buffalowildwings.com. Shareholders
should read carefully the definitive proxy statement and any other
relevant documents that Buffalo Wild Wings files with the SEC when
they become available before making any voting decision because
they contain important information.
1 Source: Company filings and FactSet. Note: Market data as of
April 28, 2017. BWLD became publicly traded on November 21, 2003.
Casual dining peers index represents median total shareholder
return of the peer set. BBRG, BLMN, CHUY, TXRH and IRGT included as
of respective IPO date. California Pizza Kitchen and PF Chang’s
data included until buyouts in July 2011 and July2012,
respectively. Casual dining peers include BBRG, BJRI, BLMN, CAKE,
California Pizza Kitchen, CBRL, CHUY, DENN, DIN, DRI, EAT, IRGT, PF
Chang’s, RRGB, RT and TXRH.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170516005962/en/
Buffalo Wild Wings, Inc.Investor Relations Contact:Heather
Pribyl, 952-540-2095orAdditional Investor ContactMacKenzie
Partners, Inc.Bob Marese/Paul
Schulman212-929-5500orMediaJoele Frank, Wilkinson Brimmer
KatcherMeaghan Repko / Nick Lamplough212-355-4449
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