ATLANTA, Feb. 7, 2018 /PRNewswire/ -- Privet Fund
Management LLC (together with its affiliates, "Privet"), owner
of over 5% of the outstanding common shares of Potbelly Corporation
(NASDAQ:PBPB) ("Potbelly" or the "Company"), today announced that
it has nominated four highly qualified candidates for election to
the Potbelly Board of Directors (the "Board") at the Company's 2018
Annual Meeting of Shareholders.
Ryan Levenson, Principal and
Portfolio Manager of Privet, said "Potbelly is a fantastic concept
with tremendous potential. Unfortunately, numerous strategic
missteps have eroded the brand, resulting in deteriorating
operating metrics and a prolonged period of shareholder value
destruction. Despite this, the Board has failed to take
meaningful action to articulate or implement any type of thoughtful
corrective strategy while the Company continues to underperform its
peers. Put simply, Potbelly shareholders deserve
better."
Privet has initiated multiple conversations with members of
management and the Board in an attempt to engage constructively
toward adding highly qualified new directors who are capable of
developing a strategy that can revitalize the brand while driving
higher returns on invested capital. However, our efforts to
work collaboratively through the pursuit of an open and
constructive dialogue have not convinced us that the current Board
recognizes the need for meaningful, shareholder-driven change.
"While we understand that the Company is undergoing a strategic
review and shareholders are awaiting the results of that process,
we continue to believe that the Potbelly Board lacks accountability
for the decline in both financial results and shareholder value
that has occurred under its watch. Should the Company's
process not culminate in a desirable outcome, we believe
substantial changes need to be made to the Board without further
delay. Accordingly, we are nominating four highly qualified
director candidates who possess a broad spectrum of relevant skills
and experience to effectively represent shareholder interests and
drive sustainable value creation at Potbelly."
Biographies of Privet's Highly Qualified Director
Candidates:
William ("Bill") Mitchell joined Dunkin' Brands in
October 2010 and currently serves as
President, Dunkin' Brands International. Bill has responsibility
for nearly 8,400 Dunkin' Donuts and Baskin-Robbins restaurants in
61 countries outside the U.S. Bill is a seasoned restaurant
operations executive with extensive U.S. and global franchising
experience. Prior to becoming President of Dunkin' Brands
International, Bill served as President, Baskin-Robbins U.S. and
Canada, overseeing the brand's
return to positive comp sales growth from 2010 to 2015. Prior
to joining Dunkin' Brands (DNKN), Bill worked for Papa John's
International (PZZA) for 10 years, most recently serving as
President, Global Operations for the $3 billion
company with 3,400 restaurants in 29 countries. In that role, he
led successful growth in Asia, the
Middle East, Europe, North
Africa, and Latin America. Prior to Papa John's, Bill
held various operations roles with AFC Enterprises (Popeye's),
including the role of Senior Director of Operations, where he led
the acquisition of 81 Hardee's restaurants, which was the largest
acquisition in Popeye's 27-year history. Earlier in his career, he
worked for the RM Restaurant Group as Vice President of Operations
and for PepsiCo as part of the KFC national management team. Before
entering the restaurant industry, Bill served as an officer in the
U.S. Army.
Ryan Levenson is
currently Principal and Portfolio Manager of Privet Fund Management
LLC. Mr. Levenson currently serves on the Board of
Directors of Hardinge, Inc. (HDNG), Great Lakes Dredge & Dock
Company (GLDD) and Agjunction, Inc. (AJX). Previously, Mr. Levenson
served as a director of Frequency Electronics, Inc (FEIM), RELM
Wireless, Inc.(RWC), where he served as a member of the Audit
Committee, and as a director and member of the Compensation,
Organization and Corporate Governance Committee of Material
Sciences Corp. from May 2013 until
its sale in March 2014. Mr. Levenson
also served as a member of the Board of Directors and Compensation
and Audit Committees of The Middleby Corporation from May 2006 until November
2012. Prior to founding Privet Fund Management LLC in
February 2007, Mr. Levenson served as
Vice President of Business Development at MSI, a privately held
building products distributor and construction services company,
from 2003 until 2006. Prior to his service with MSI, Mr. Levenson
served as a financial analyst for Cramer
Rosenthal McGlynn's long/short equity hedge fund after
working at SAC Capital Advisors LLC in a similar capacity. Mr.
Levenson graduated from Vanderbilt
University.
D. Michael Steuert served
as senior vice president (SVP) and CFO of Fluor Corporation (FLR),
one of the world's largest publicly traded engineering,
procurement, construction, maintenance, and project management
companies, from 2001 until his retirement in 2012. Prior to his
service at Fluor, Mr. Steuert served as SVP and CFO of Litton
Industries Inc., a defense contractor acquired by Northrop Grumman
Corporation in 2001, and as SVP and CFO of GenCorp Inc., now
Aerojet Rocketdyne, a technology-based aerospace and defense
company (AJRD), from 1990 to 1999. Mr. Steuert started his career
at TRW Inc. In addition to his extensive executive leadership
experience, Mr. Steuert has substantial board experience. He has
been a Member of the Board of Directors of Weyerhaeuser Co. (WY)
since 2004 and is the former Chairman and Financial expert of the
Audit Committee and is a member of the Corporate Responsibility and
Governance Committee. He has been a Member of the Board of
Directors of LNG Ltd. (LNG) since 2015 and is a member of the
Board's Audit Committee and Chairman of its Risk Committee.
He has been on the Board of Great Lakes Dredge & Dock Corp
(GLDD) since 2017 and serves as Chairman of the Audit
Committee. He formerly served on the Board of Prologis (PLD)
from 2005 to 2016 and served as the Chairman of the Audit Committee
and member of the Sustainability Committee.
Ben Rosenzweig is
currently a Partner at Privet Fund Management LLC. Mr.
Rosenzweig currently serves as a director of Hardinge, Inc. (HDNG),
where he is the Chairman of the Compensation Committee, PFSWeb,
Inc. (PFSW), Startek, Inc. (SRT), where he is the Chairman of the
Audit Committee and Cicero, Inc. (CICN). He formerly served
on the Board of Directors of RELM Wireless Corp. (RWC). Prior
to joining Privet in September 2008,
Mr. Rosenzweig served as an investment banking analyst in the
corporate finance group of Alvarez and Marsal from June 2007 until May
2008, where he completed multiple distressed mergers and
acquisitions, restructurings, capital formation transactions and
similar financial advisory engagements across several industries.
Mr. Rosenzweig graduated Magna Cum Laude from Emory University with a Bachelor of Business
Administration degree in Finance and a second major in
Economics.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Privet Fund LP, together with its affiliates (collectively,
"Privet"), intends to file a preliminary proxy statement and an
accompanying proxy card with the Securities and Exchange Commission
("SEC") to be used to solicit votes for the election of its slate
of four highly qualified director nominees at the 2018 Annual
Meeting of Shareholders of Potbelly Corporation, a Delaware corporation (the "Company").
PRIVET STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB
SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS
PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the solicitation are Privet Fund LP (the
"Fund"), Privet Fund Management LLC ("Management"), Ryan Levenson, William
M. Mitchell, Benjamin
Rosenzweig and D. Michael
Steuert.
As of the date hereof, the Fund beneficially owned 1,269,612
shares of common stock of the Company, $0.01 par value ("Common Stock").
Management directly beneficially owned 24,500 shares of
Common Stock, and, as the Managing Partner of the Fund, may be
deemed the beneficial owner of the 1,269,612 shares owned by the
Fund. Mr. Levenson, as the sole managing member of Management, may
be deemed the beneficial owner of the 1,294,112 shares owned by
Management. As of the date hereof, Messrs. Mitchell, Rosenzweig and
Steuert did not beneficially own any shares of Common Stock.
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SOURCE Privet Fund Management LLC