Director Slate of Highly Qualified Nominees
Includes Six Independent Directors
Nominees Will Constitute the Right Board, With
the Right Experience and the Right Strategy to Guide Long-Term
Growth, Innovation and Value Creation
Urges All Stockholders to Vote “FOR” ALL of the
Company’s Nominees on the WHITE Proxy Card
Rocky Mountain Chocolate Factory, Inc. (NASDAQ:RMCF) (the
"Company" or “RMCF”), a global confectionary manufacturer,
international franchisor and retail operator delighting consumers
through a premium offering of gourmet chocolate, confection and
self-serve frozen yogurt, today mailed definitive proxy materials
in connection with its 2021 Annual Meeting of Stockholders (the
“Annual Meeting”).
In conjunction with the definitive proxy mailing, the Company
mailed the following letter to stockholders:
***
Dear fellow Rocky Mountain Chocolate
Factory stockholders:
I’m writing to ask for your support to elect the seven Board
members nominated by Rocky Mountain Chocolate Factory (“RMCF” or
the “Company”) at the Company’s upcoming Annual Meeting of
Stockholders (the “Annual Meeting”). These nominees are highly
qualified with the right set of relevant experiences, diverse
skills and forward-looking expertise to best position our Company
for long-term growth, innovation and to maximize stockholder value
creation. Six of the Board’s nominees are independent, and each
nominee is committed to serving the best interests of ALL
RMCF stockholders.
VOTE THE WHITE
PROXY CARD TODAY FOR ALL OF RMCF’S
HIGHLY QUALIFIED DIRECTOR NOMINEES.
This is a pivotal moment for our Company. While the COVID-19
pandemic has affected all of us, RMCF has navigated the economic
slowdown by making disciplined decisions, focusing on our
consumer-oriented strategy and, as always, redoubling our efforts
to keep our colleagues, franchisees and customers safe and
well.
Today, the Company’s balance sheet remains strong and our
business continues to generate significant free cash flow, our
store-level economics continue to improve, and our same-store sales
are increasing at an average double-digit level compared to the
same pre-pandemic period. Our Company is poised for growth and our
long-term strategy, overseen by your Board, positions RMCF to
capitalize on this exciting opportunity ahead. I am confident
that with the election of the Company’s nominees to the Board, RMCF
will have the right Board, driving the right strategy, at the right
time for the Company we all love.
We strongly recommend that you vote FOR all seven of RMCF’s Board nominees on the
WHITE proxy card.
THE RIGHT BOARD WITH THE RIGHT
QUALIFICATIONS FOR ROCKY MOUNTAIN CHOCOLATE FACTORY
The RMCF Board has been successfully implementing an ongoing
refreshment program over the last several years, designed to evolve
the Board to best serve the interests of all of our stockholders.
Over the last two years, five new directors have been appointed to
the Board. Each new director appointed over this period is an
independent director. In fact, on two separate occasions since
2019, the Board has appointed representatives of one of the
Company’s largest stockholders, demonstrating our further
commitment to a Board with diverse perspectives and
experiences.
Our criteria for new directors continues to be guided by what
will create the most value for you, our stockholders. We conducted
a thorough, nationwide search for two new director candidates who
will accelerate the growth-oriented strategy, digital-centered
expansion opportunities and customer-centric approach that we
believe can deliver meaningful value to stockholders. The Company’s
Board nominees possess a world-class diversity and caliber of
experience in e-commerce, product innovation, supply chain,
franchising, digital marketing and strategy and operations
expertise. The Board’s nominees bring a
broad, diverse and relevant skill set, along with proven track
records of value creation, to your Board.
To drive the Company’s long-term growth, scale its successful
strategy and support its ongoing digital transformation, the Board
has nominated the following directors:
- Rahul Mewawalla,
independent Chairperson, whose extensive expertise across digital,
product, technology, platforms and transformative innovation aligns
with the Board’s strategic and operational vision for the
Company.
- Elisabeth Charles,
independent director nominee, who has deep marketing, brand,
omnichannel and consumer industry experience.
- Gabriel Arreaga,
independent director nominee, who has robust operations and supply
chain experiences across the retail and consumer goods
sectors.
- Jeffrey R. Geygan,
independent director and one of the Company’s largest shareholders,
who has decades of executive leadership and financial services
experience.
- Mary K. Thompson,
independent director, and also a nominee of another of the
Company’s largest shareholders, who has extensive experience
delivering growth and value creation with franchised
companies.
- Brett P. Seabert,
independent director, a certified public accountant with
significant executive leadership and financial services
experience.
- Bryan J. Merryman,
currently chief executive officer, provides significant value and
insights to the Board with his extensive knowledge of the Company
and broad confectionery industry expertise.
With the election of the Board's nominees at the Annual
Meeting, greater than a majority of the Board will have been
refreshed over the last two years, all of whom are
independent.
A PROVEN TRACK RECORD OF DELIVERING ON OUR
GOVERNANCE COMMITMENTS
Rocky Mountain Chocolate Factory is committed to best-in-class
corporate governance and to best position your company for
long-term success. Your Board has made tremendous progress on our
journey to accelerate the implementation of governance policies and
structures to best position the Company for the future. As a Board,
we have been guided in these actions by our commitment to maximize
stockholder value and build upon the Company’s incredible 40-year
legacy and move towards its next exciting chapter of growth.
To further complement our commitment to adding robust strategic,
operational and transformational experience to your Board, RMCF has
recently initiated the following several governance
enhancements:
Added several highly qualified independent directors:
- The Board has been enhanced by the addition of two new
independent directors, Rahul Mewawalla and Jeffrey R. Geygan, in
2021, and the addition of independent director Mary K. Thompson in
2020.
- The Board has nominated two new independent directors,
Elisabeth Charles and Gabriel Arreaga, to join the Board upon
election at the Annual Meeting and who were selected through a
rigorous search process conducted by one of the leading independent
search firms in the country.
Implemented strong corporate governance policies and
structures:
- With the appointment of independent director Rahul Mewawalla as
Chairperson of the Board, the Board officially separated the roles
of Chairman of the Board and Chief Executive Officer of the
Company.
- In July 2021, the Company formed a Special Committee of the
Board to oversee the process of identifying new qualified,
independent directors for the Company's next chapter of growth,
innovation and transformation.
- In connection with the separation of the Chairman and Chief
Executive Officer roles, the Board announced its plan to conduct a
nationwide search to identify a new President and Chief Executive
Officer for the Company.
Continued productive engagement with the Company’s
stockholders:
- The Board welcomed Jeffrey R. Geygan as an independent director
in August 2021, a representative of Global Value Investment Corp.,
one of the Company’s largest stockholders.
Your Board continues to be committed to upholding the highest
standards of corporate governance and continuing to maximize value
for all Rocky Mountain Chocolate Factory stockholders.
DO NOT BE MISLED BY AB VALUE’S INACCURATE
CLAIMS AND SLANTED INFORMATION
As you may know, one of the Company’s stockholders, AB Value
Management LLC (“AB Value”), has stated its intent to nominate five
candidates for election to the Board. Do not be swayed by the
inaccurate claims, misleading statements and slanted information we
expect you may hear from AB Value.
RMCF’s Board has engaged in substantial, good-faith dialogue
with AB Value for more than two years. Your Board is committed to
engaging constructively with all of our stockholders, and we will
continue to engage with AB Value where we believe it is in the best
interest of all stockholders. In fact, the Board nominated one of
AB Value’s nominees, Mary K. Thompson, to its slate of director
nominees as well because it believes that Ms. Thompson’s experience
will be helpful to the Company. This will also ensure that an AB
Value nominee maintains representation on the Board. With Ms.
Thompson and Mr. Geygan, the RMCF Board will include directors
nominated by two of the Company’s largest stockholders.
We have made every reasonable effort to avoid a disruptive and
unnecessary proxy contest. As stewards of your investment, and to
best represent the interests of all our stockholders, your Board
continues to act thoughtfully and carefully to preserve and enhance
value. We are steadfast in our continued commitment to serve all
stockholders in every decision we make.
PROTECT YOUR INVESTMENT IN ROCKY MOUNTAIN
CHOCOLATE FACTORY. VOTE THE WHITE
PROXY CARD FOR ALL OF THE BOARD’S
NOMINEES.
I am confident that the slate of directors nominated by RMCF
constitutes the right Board, with the right depth and breadth of
qualifications to drive the exciting growth strategy for our
Company. Your Board is committed to creating value for all RMCF
stockholders, and we are eager to continue building and growing
this great Company. We look forward to discussing with you as we
approach the Annual Meeting. Thank you for your investment in Rocky
Mountain Chocolate Factory and for your ongoing support.
Sincerely,
/s/ Rahul Mewawalla
Rahul Mewawalla Chairperson of the RMCF Board
of Directors
Your vote is important, no
matter how many shares you own.
If you have any questions
about how to vote your shares, or need additional assistance,
please contact the firm assisting us in the solicitation of
proxies:
Georgeson LLC 1290 Avenue of
the Americas, 9th Floor New York, New York 10104 (888) 658-5755
(Toll Free)
Please refer to the enclosed
WHITE proxy card for information on how to vote by telephone or by
Internet, or simply complete, sign and date the WHITE proxy card
and return it TODAY in the postage-paid envelope provided.
About Rocky Mountain Chocolate Factory, Inc.
Rocky Mountain Chocolate Factory, Inc., headquartered in
Durango, Colorado, is an international franchiser of gourmet
chocolate, confection and self-serve frozen yogurt stores and a
manufacturer of an extensive line of premium chocolates and other
confectionery products. The Company, its subsidiaries and its
franchisees and licensees operate more than 300 Rocky Mountain
Chocolate Factory and self-serve frozen yogurt stores across the
United States, South Korea, Qatar, the Republic of Panama, and The
Republic of the Philippines. The Company's common stock is listed
on the Nasdaq Global Market under the symbol "RMCF."
Important Additional Information and Where to Find It
This communication relates to the Annual Meeting. In connection
with the Annual Meeting, the Company filed a definitive proxy
statement on Schedule 14A, an accompanying WHITE proxy card and
other relevant documents with the Securities and Exchange
Commission (the "SEC") on September 9, 2021 in connection with the
solicitation of proxies from stockholders for the Annual Meeting.
The definitive proxy statement and a form of WHITE proxy were first
mailed or otherwise furnished to the stockholders of the Company on
September 9, 2021. BEFORE MAKING ANY VOTING DECISION,
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY'S
DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS
TO BE FILED WITH THE SEC IN CONNECTION WITH THE ANNUAL MEETING OR
INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY STATEMENT, IF
ANY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
ANNUAL MEETING. This communication is not a substitute for
the definitive proxy statement or any other document that may be
filed by the Company with the SEC. Investors and stockholders
may obtain a copy of the documents free of charge at the SEC's
website at www.sec.gov, and in the "SEC Filings" section of the of
the Company's Investor Relations website at
www.rmcf.com/Investor-Relations.aspx or by contacting the Company's
Investor Relations department at (970) 375-5678, as soon as
reasonably practicable after such materials are electronically
filed with, or furnished to, the SEC. In addition, the documents
(when available) may be obtained free of charge by directing a
request by mail or telephone to: Rocky Mountain Chocolate Factory,
Inc., 265 Turner Drive, Durango, Colorado 81303, Attn: Secretary,
(970) 259-0554.
Certain Information Regarding Participants to the
Solicitation
The Company, its directors and certain of its directors,
director nominees, executive officers and members of management and
employees of the Company and agents retained by the Company are
participants in the solicitation of proxies from stockholders in
connection with matters to be considered at the Annual Meeting.
Information regarding the Company's directors, director nominees
and executive officers, and their beneficial ownership of the
Company’s common stock is set forth in the Company's Annual Report
on Form 10-K for the fiscal year ended February 28, 2021, filed
with the SEC on June 1, 2021, as amended by Amendment No. 1 on Form
10-K/A filed with the SEC on June 28, 2021, and in the definitive
proxy statement. Changes to the direct or indirect interests of the
Company's directors and executive officers are set forth in SEC
filings on Initial Statements of Beneficial Ownership on Form 3,
Statements of Change in Ownership on Form 4 and Annual Statements
of Changes in Beneficial Ownership on Form 5. These documents are
available free of charge as described above.
Forward-Looking Statements
This press release includes statements of the Company's
expectations, intentions, plans and beliefs that constitute
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are intended to
come within the safe harbor protection provided by those sections.
These forward-looking statements involve various risks and
uncertainties. The nature of the Company's operations and the
environment in which it operates subjects it to changing economic,
competitive, regulatory and technological conditions, risks and
uncertainties. The statements, other than statements of historical
fact, included in this press release are forward-looking
statements. Many of the forward-looking statements contained in
this press release may be identified by the use of forward-looking
words such as "will," "intend," "believe," "expect," "anticipate,"
"should," "plan," "estimate," "potential," or similar expressions.
Factors which could cause results to differ include, but are not
limited to: the impact of the COVID-19 pandemic and global economic
conditions on the Company's business, including, among other
things, online sales, factory sales, retail sales and royalty and
marketing fees, the Company's liquidity, the Company's cost cutting
and capital preservation measures, achievement of the anticipated
potential benefits of the strategic alliance with Edible
Arrangements®, LLC and its affiliates ("Edible"), the ability to
provide products to Edible under the strategic alliance, Edible's
ability to increase the Company's online sales, changes in the
confectionery business environment, seasonality, consumer interest
in the Company's products, general economic conditions, the success
of the Company's frozen yogurt business, receptiveness of the
Company's products internationally, consumer and retail trends,
costs and availability of raw materials, competition, the success
of the Company's co-branding strategy, the success of international
expansion efforts and the effect of government regulations.
Government regulations which the Company and its franchisees and
licensees either are, or may be, subject to and which could cause
results to differ from forward-looking statements include, but are
not limited to: local, state and federal laws regarding health,
sanitation, safety, building and fire codes, franchising,
licensing, employment, manufacturing, packaging and distribution of
food products and motor carriers. For a detailed discussion of the
risks and uncertainties that may cause the Company's actual results
to differ from the forward-looking statements contained herein,
please see the "Risk Factors" contained in Item 1A. of the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 2021, as amended. Additional factors that might cause
such differences include, but are not limited to: the length and
severity of the current COVID-19 pandemic and its effect on among
other things, factory sales, retail sales, royalty and marketing
fees and operations, the effect of any governmental action or
mandated employer-paid benefits in response to the COVID-19
pandemic, and the Company's ability to manage costs and reduce
expenditures and the availability of additional financing if and
when required. These forward-looking statements apply only as of
the date hereof. As such they should not be unduly relied upon for
more current circumstances. Except as required by law, the Company
undertakes no obligation to release publicly any revisions to these
forward-looking statements that might reflect events or
circumstances occurring after the date of this press release or
those that might reflect the occurrence of unanticipated
events.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210909005573/en/
Media Contacts: Dan Scorpio / Jake Yanulis Abernathy
MacGregor amg-rmcf@abmac.com (212) 371-5999 Investor
Contact: William P. Fiske Georgeson LLC (212) 440-9128
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