Buffalo Wild Wings Urges Shareholders to
Protect Their Investment by Voting “FOR” All Nine of Buffalo
Wild Wings’ Nominees on the YELLOW Proxy Card
Buffalo Wild Wings, Inc. (NASDAQ: BWLD) today issued the
following statement in response to a report by Institutional
Shareholder Services (“ISS”) regarding the election of directors to
Buffalo Wild Wings’ Board at the company’s 2017 Annual Meeting of
Shareholders (“Annual Meeting”) to be held on June 2, 20171:
We are pleased ISS recognizes that “the
current management team has certainly delivered impressive results
since the company's IPO in 2003, growing revenues from $126 million
in 2003 to $1,987 million in 2016.” In more recent periods, ISS
noted that Buffalo Wild Wings had put up “strong numbers since
2011.” In terms of shareholder returns, ISS noted that “the company
has strongly outperformed peers and the index since its IPO.” ISS
also assigned its best “QualityScore” (of 1 on a 10 point scale) to
the company’s governance and gave Buffalo Wild Wings high marks on
executive compensation, audit & risk oversight and shareholder
rights.
We appreciate ISS’s support of the election
of Andre J. Fernandez, Janice L. Fields, Harry A. Lawton, Sam B.
Rovit, Harmit J. Singh and Sally J. Smith.
However, we believe ISS reached the wrong
conclusion in failing to recommend that shareholders vote for ALL
of Buffalo Wild Wings’ highly qualified director nominees,
including Cynthia L. Davis, J. Oliver Maggard and Jerry R.
Rose. Indeed, while ISS commended Buffalo Wild Wings for nearly
20 years of outperformance, it is recommending the removal of two
of the three directors who have served for more than one year. We
believe this is a mistake. If shareholders follow ISS’
recommendation, there will be only one independent director on the
Buffalo Wild Wings Board that has served for longer than eight
months. We are surprised that ISS did not even consider the fact
that its recommendation would essentially empty the boardroom of
all independent institutional knowledge.
We urge shareholders to vote “FOR”
each of the nine Buffalo Wild Wings nominees by voting the
YELLOW proxy card TODAY.
The Buffalo Wild Wings proposed Board brings
fresh perspectives, valuable experience, financial acumen and great
enthusiasm for our business and all our shareholders. Under the
oversight of our best-in-class, refreshed Board, the company is
successfully executing on a clear, unique strategy driven by
innovation, differentiation and financial discipline. We are also
taking proactive steps in response to the current operating
environment, undertaking a number of initiatives to drive sales,
reduce costs and optimize our portfolio. Many of these actions
began long before Marcato Capital Management, L.P. (“Marcato”)
bought its first share of stock, including our share repurchase
plan, Board refreshment and plan to drive profitable growth.
As ISS noted:
“[I]t is encouraging to see management
focused on upping its in-restaurant experience with projects such
as Stadia design, guest tablets, and the ability to strategically
pace service during a game …Other encouraging facts include
announced cost control initiatives, which could help Buffalo Wild
Wings sustain margins while it invests to improve guest experience
and, in the short-term, continues to implement promotional
activities to sustain [same-store sales] over a challenging
industry backdrop.”
Shareholders should be concerned about the
risk of the aggressive refranchising plan being pursued Marcato
that we believe is a very short-term strategy that would destroy
long-term shareholder value. This strategy is the ONLY specific
proposal that Marcato has made to increase returns for
shareholders. The ISS analysis underscores this inherent risk:
“It is difficult to predict the outcome of
such a large refranchising of Buffalo Wild Wings. Except for
Applebee's, no other casual dining restaurant chain with similar
operational complexity has over 90 percent of units franchised. In
fact, among ISS' selected peers, Buffalo Wild Wings stands out with
the highest percent of units franchised. While Buffalo Wild Wings
franchises approximately half of its portfolio, most of the other
peers franchise less than one-third of all their restaurants.
DineEquity's experience with Applebee's does not appear reassuring
to Buffalo Wild Wing's shareholders… it appears unwise [for Buffalo
Wild Wings] to fully commit to such a specific level of franchising
at this point.”
We strongly believe that Marcato’s nominees,
other than Sam Rovit, would not add any meaningful experience or
insight to our Board. Electing any of Marcato’s nominees, other
than Sam Rovit, and thereby supporting its radical proposals, would
derail the company’s clear strategy for success and threaten
shareholder value.
Buffalo Wild Wings continues to create value
for all shareholders, and we are confident in the company’s
prospects – with the right leadership – for sustainable growth and
long-term value creation.
Buffalo Wild Wings shareholders are reminded that their vote is
extremely important, no matter how many shares they own. Buffalo
Wild Wings strongly recommends that shareholders elect the
company’s best-in-class leaders by voting the YELLOW proxy
card for ALL Buffalo Wild Wings’ nominees.
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 21, 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 Permission from ISS to use quotations was neither sought nor
obtained.
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version on businesswire.com: http://www.businesswire.com/news/home/20170524006086/en/
Investor RelationsBuffalo Wild Wings, Inc.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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