SAN FRANCISCO, May 26, 2017 /PRNewswire/ -- Marcato Capital
Management LP ("Marcato"), a San
Francisco-based investment manager which manages funds that
beneficially own approximately 9.9% of the outstanding common
shares of Buffalo Wild Wings, Inc. (NASDAQ: BWLD) ("Buffalo
Wild Wings" or the "Company"), today announced that Egan-Jones
Ratings Company ("Egan-Jones"), one of the nation's leading
independent proxy advisory firms, has recommended that Buffalo
Wild Wings shareholders vote FOR the election of ALL
FOUR of Marcato's highly-qualified director nominees on the
WHITE proxy card in connection with Buffalo Wild Wings'
Annual Meeting on June 2,
2017.
Mick McGuire, Managing Partner of
Marcato, said, "We are deeply gratified that two of the leading
proxy advisory firms, ISS and Egan-Jones, have recognized that
additional change is warranted in the Buffalo Wild
Wings boardroom and that Marcato's nominees bring the
skills, experience and qualifications in the restaurant and
financial business to address the Company's underperformance
and to generate meaningful, long-term value for BWLD
shareholders.
Egan-Jones' and ISS's independent endorsements of Marcato's
director nominees further confirm Marcato's view that our nominees
have the independent viewpoints and ownership mentality to
unlock significant value at Buffalo Wild Wings. We are particularly
pleased that Egan-Jones recommends voting for ALL FOUR of
Marcato's nominees. We urge shareholders to follow Egan-Jones'
analysis by voting the WHITE proxy card FOR ALL of
our nominees, who if elected, will work constructively with the
incumbent directors to create a clear path toward
making Buffalo Wild Wings a winning company again for the
benefit of all BWLD stakeholders."
In making its recommendation, Egan-Jones* noted:
- "We believe that the dissident shareholders' nominees, if
elected, will make significant contributions to the Company as
evident in their skills, experience and qualifications in the
restaurant and financial business and will be highly committed in
working with the incumbent members of the Board and
management."
- "We believe that Marcato's business plan for BWLD, such as
strengthening of the franchisees and openness to pursue strategic
alternatives (M&A), would maximize and unlock shareholder value
in the long run."
Egan-Jones also emphasized the "underperformance" of BWLD under
current CEO Sally
Smith:
- "We believe that the Company's current leadership under
CEO Sally Smith has failed to
maximize BWLD's full potential depicted by the status quo of
decreased customer satisfaction, underperformance, declining
returns on investments and business expansions to name a
few."
In addition, Egan-Jones recognized that BWLD's recent director
changes do not go far enough to ensure independence in the
boardroom:
- "While we recognize the Board's effort to replace over tenured
directors with new candidates, we believe that this was done in the
course of Marcato's proxy fight. Also, we note that J. Oliver Maggard, an over tenured director is
serving on the Audit Committee. We believe that his long tenure
could compromise the independence of the said committee."
Furthermore, in a separate report, proxy advisory firm Glass,
Lewis & Co.* noted the recent "concerning" trends in BWLD's
operational and financial performance as well as the Board's
"complacency":
- "We believe the Dissident has highlighted certain recent trends
in the Company's operational and financial performance which are
concerning, especially to the extent that they threaten the
Company's ability to deliver superior returns for
shareholders."
- "Meanwhile, the board was complacent and, until recently,
slow to refresh its members, seemingly unwilling to perform its
duties of providing effective oversight and holding management
accountable."
- "While some of the Company's recent underperformance may be
explained by industry headwinds and increased competition, we also
believe management struggled to implement an effective operating
plan in response the changing conditions."
McGuire continued: "In addition to the support we've received
from ISS, Egan-Jones, and many BWLD shareholders, the market
undoubtedly recognizes that change is drastically needed on the
BWLD Board. Indeed, in reaction to ISS's independent recommendation
that BWLD shareholders vote the WHITE proxy card for
Marcato's nominees, BWLD's stock jumped 8%, reinforcing that fresh
perspectives are necessary in the BWLD boardroom."
Marcato encourages all BWLD shareholders to visit
www.WinningAtWildWings.com to review information about Marcato's
investment in Buffalo Wild Wings.
*Marcato has neither sought nor obtained consent from ISS,
Egan-Jones or Glass, Lewis to use previously published information
in this press release.
Your Vote Is Important, No Matter How Many or
How Few Shares You Own!
Please vote today by telephone, via the Internet
or
by signing, dating and returning the enclosed WHITE proxy card.
Simply follow the easy instructions on the WHITE proxy card.
If you have questions about how to vote your
shares, please contact:
INNISFREE M&A INCORPORATED
Shareholders May Call Toll-free:
(888) 750-5834
Banks and Brokers May Call Collect: (212) 750-5833
REMEMBER:
Please simply discard any Yellow proxy card that you may receive
from Buffalo Wild Wings. Returning a Yellow proxy card – even if
you "withhold" on the Company's nominees – will revoke any vote you
had previously submitted on Marcato's
WHITE proxy card.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
FORWARD LOOKING STATEMENTS
The press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, as amended, which reflect Marcato's views with respect to,
among other things, future events and financial performance.
Forward-looking statements are subject to various risks and
uncertainties and assumptions. There can be no assurance that
any idea or assumption herein is, or will be proven, correct.
If one or more of the risks or uncertainties materialize, or if
Marcato's underlying assumptions prove to be incorrect, the actual
results may vary materially from outcomes indicated by these
statements. Accordingly, forward-looking statements should not be
regarded as a representation by Marcato that the future plans,
estimates or expectations contemplated will ever be achieved.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Marcato International Master Fund Ltd. ("Marcato
International"), together with the other participants in Marcato
International's proxy solicitation, have filed with the Securities
and Exchange Commission (the "SEC") a definitive proxy statement
and accompanying WHITE proxy card to be used to solicit proxies in
connection with the 2017 annual meeting of shareholders (the
"Annual Meeting") of Buffalo Wild Wings, Inc. (the "Company").
Shareholders are advised to read the proxy statement and any other
documents related to the solicitation of shareholders of the
Company in connection with the Annual Meeting because they contain
important information, including information relating to the
participants in Marcato International's proxy solicitation. These
materials and other materials filed by Marcato International with
the SEC in connection with the solicitation of proxies are
available at no charge on the SEC's website at http://www.sec.gov.
The definitive proxy statement and other relevant documents filed
by Marcato International with the SEC are also available, without
charge, by directing a request to Marcato International's proxy
solicitor, Innisfree M&A Incorporated, toll-free at (888)
750-5834 (banks and brokers may call collect at (212)
750-5833).
The participants in the proxy solicitation are Marcato
International, Marcato Capital Management LP, Marcato Special
Opportunities Master Fund LP ("Marcato Special Opportunities
Fund"), Emil Lee Sanders,
Richard T. McGuire III, Sam Rovit and Scott O.
Bergren (collectively, the "Participants").
As of the date hereof, Marcato International directly owns
950,000 shares of common stock, no par value, of the Company (the
"Common Stock") and American style call options referencing an
aggregate of 615,000 shares of Common Stock representing
approximately 9.7% of the outstanding shares of Common Stock. As of
the date hereof, Marcato Special Opportunities Fund directly owns
32,600 shares of Common Stock, representing approximately 0.2% of
the outstanding shares of Common Stock.
In addition, Marcato Capital Management LP, as the investment
manager of Marcato International and Marcato Special Opportunities
Fund, may be deemed to have the shared power to vote or direct the
vote of (and the shared power to dispose or direct the disposition
of) the shares of Common Stock directly owned by Marcato
International and Marcato Special Opportunities Fund and the shares
of Common Stock underlying the call options held by Marcato
International and, therefore, may be deemed to be the beneficial
owner of such shares. By virtue of Mr. McGuire's position as the
managing partner of Marcato Capital Management LP, Mr. McGuire may
be deemed to have the shared power to vote or direct the vote of
(and the shared power to dispose or direct the disposition of) the
shares of Common Stock directly owned by Marcato International and
Marcato Special Opportunities Fund and the shares of Common Stock
underlying the call options held by Marcato International and,
therefore, Mr. McGuire may be deemed to be the beneficial owner of
such shares.
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SOURCE Marcato Capital Management LP