SAN FRANCISCO, March 27, 2017 /PRNewswire/ -- Marcato
Capital Management LP ("Marcato"), a San
Francisco-based investment manager which manages funds that
beneficially own approximately 5.6% of the outstanding common
shares of Buffalo Wild Wings, Inc. (NASDAQ: BWLD) ("Buffalo Wild
Wings" or the "Company"), today issued the following statement in
response to the Company's decision to change the composition of its
Board of Directors for the second time in six months.
"Buffalo Wild Wings' desperate actions only confirm that there
is substantial deficiency at the Board level and lack of a cohesive
plan to create long-term shareholder value. It is deeply
troubling that the Company would take these steps without
consulting us or other major shareholders, as we have continuously
endeavored to engage in constructive dialogue with the Board and
management on the strategic, operational and financial issues that
we believe are plaguing the Company. Unfortunately, every attempt
we've made has been stymied.
"In our view these changes do not go far enough and the
Company's rejection of our proposal to adopt a Universal proxy
ballot is clearly designed to thwart shareholder democracy.
Rather than scrambling to protect the status quo, Buffalo Wild
Wings should address our proposed operational improvements and
business model modifications, which we believe are the only ways to
drive sustainable value for all shareholders."
Marcato encourages all BWLD shareholders to visit
www.WinningAtWildWings.com to review important information about
Marcato's investment in Buffalo Wild Wings.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Marcato International Master Fund Ltd. ("Marcato International")
and the other Participants (as defined below) have filed a
preliminary proxy statement and an accompanying proxy card with the
Securities and Exchange Commission (the "SEC") to be used to
solicit proxies for, among other matters, the election of its slate
of director nominees at the 2017 annual shareholders meeting (the
"2017 Annual Meeting") of Buffalo Wild Wings, Inc., a Minnesota corporation ("BWW"). Prior to
the 2017 Annual Meeting, Marcato International intends to furnish
to shareholders of BWW, and file with the SEC, a definitive proxy
statement and an accompanying proxy card.
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").
MARCATO INTERNATIONAL STRONGLY ADVISES ALL SHAREHOLDERS OF BWW
TO READ THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS OR
SUPPLEMENTS TO THE PROXY STATEMENT, THE DEFINITIVE PROXY STATEMENT
AND ANY OTHER PROXY MATERIALS FILED BY MARCATO INTERNATIONAL WITH
THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEBSITE AT WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS WITHOUT CHARGE, WHEN
AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS' PROXY SOLICITOR, INNISFREE M&A INCORPORATED,
TOLL-FREE AT (888) 750-5834 (BANKS AND BROKERS MAY CALL COLLECT AT
(212) 750-5833).
As of the date hereof, Marcato International directly owns
950,000 shares of common stock, no par value, of BWW (the "Common
Stock"), representing approximately 5.4% of the outstanding shares
of Common Stock and 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 held by Marcato and Marcato Special
Opportunities Fund, 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 held by Marcato International and
Marcato Special Opportunities Fund and, therefore, Mr. McGuire may
be deemed to be the beneficial owner of such shares.
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SOURCE Marcato Capital Management LP