Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
October 05 2021 - 4:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No.
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Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Rocky Mountain Chocolate Factory, Inc.
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(Name of Registrant as Specified In Its Charter)
AB VALUE PARTNERS, LP
AB VALUE MANAGEMENT LLC
BRADLEY RADOFF
ANDREW T. BERGER
RHONDA J. PARISH
MARK RIEGEL
SANDRA ELIZABETH TAYLOR
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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AB
Value Partners, LP, AB Value Management LLC (together with AB Value Partners, LP, “AB Value”), Bradley Radoff, Andrew T.
Berger, Rhonda J. Parish, Mark Riegel and Sandra Elizabeth Taylor filed a definitive proxy statement and accompanying BLUE proxy
card with the Securities and Exchange Commission on September 13, 2021, to be used to solicit votes for the election of their slate of
highly-qualified director nominees at the 2021 annual meeting of shareholders (including any other meeting of shareholders held in lieu
thereof, and adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) of Rocky Mountain
Chocolate Factory, Inc., a Delaware corporation, and for the approval of a business proposal to be presented at the Annual Meeting.
On October 5, 2021, AB Value issued a press release,
a copy of which is filed as Exhibit 1.
Exhibit 1
Concerned Shareholders of Rocky Mountain Remind
Shareholders to Follow the Recently Reaffirmed Endorsement of ISS by Voting the BLUE Card Today “FOR” All Four of Their
Highly-Qualified Nominees and “FOR” the Poison Pill Redemption Proposal
Urges Shareholders to Vote Today “FOR”
All Four of the Concerned Shareholders of Rocky Mountain’s Highly-Qualified Nominees — Andrew T. Berger, Mark Riegel,
Sandra Elizabeth Taylor and Rhonda J. Parish
WESTFIELD, N.J.--(BUSINESS WIRE)--AB Value Management
LLC (collectively with its affiliates, “AB Value”), and the other participants in this solicitation (collectively with AB
Value, the “Concerned Shareholders of Rocky Mountain”) representing approximately 14.86% of the outstanding shares of Rocky
Mountain Chocolate Factory, Inc. (the “Company”), remind shareholders to vote the BLUE card today:
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“FOR” the Concerned Shareholders
of Rocky Mountain’s slate of highly-qualified candidates, consisting of Andrew T. Berger, Rhonda J. Parish, Mark Riegel, and Sandra
Elizabeth Taylor. They have the experience and qualifications to implement positive change and best-in-class corporate governance at the
Company; and
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“FOR” the “Poison Pill
Redemption Proposal” to request that the Company’s Board of Directors (the “Board”) not adopt or extend any poison
pill, unless submitted to a shareholder vote within 12 months of such adoption or extension.
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Both Institutional Shareholder Services, Inc.
(“ISS”) and Glass Lewis & Co. have recognized the need for change at the Company and recommended that shareholders vote
the BLUE proxy card and, despite the Board’s desperate last-minute decision to terminate the Company’s shareholder-unfriendly
poison pill following AB Value’s years of advocating for its redemption, ISS reaffirmed its recommendation in favor of the Concerned
Shareholders of Rocky Mountain.1
The Concerned Shareholders of Rocky Mountain urge
shareholders to follow the recommendations of ISS and vote today “FOR” the Concerned Shareholders of Rocky Mountain’s
four highly qualified, independent nominees—Andrew T. Berger, Mark Riegel, Sandra Elizabeth Taylor and Rhonda J. Parish—and
“FOR” the Poison Pill Redemption Proposal on the BLUE proxy card today and discard any white proxy card
received from the Company!
Important Additional Information
AB Value Partners, LP and AB Value Management
LLC, Andrew T. Berger, Bradley Radoff, Rhonda J. Parish, Mark Riegel, and Sandra Elizabeth Taylor (collectively, the “Participants”)
have filed a definitive proxy statement and an accompanying BLUE proxy card with the SEC to solicit proxies from shareholders of
the Company for use at the Company’s 2021 Annual Meeting of Shareholders. THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE
COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Such proxy materials are available
at no charge on the SEC’s website at http://www.sec.gov. In addition, the Participants in this proxy solicitation will provide copies
of the proxy statement without charge, upon request. Requests for copies should be directed to the Participants’ proxy solicitor.
Certain Information Regarding the Participants
The Participants in the proxy solicitation are:
AB Value Partners, LP, AB Value Management LLC, Andrew T. Berger, Bradley Radoff, Rhonda J. Parish, Mark Riegel, and Sandra Elizabeth
Taylor. As of October 4, 2021, AB Value Partners, LP directly owns 224,855 shares of common stock, $0.001 par value per share of the Company
(“Common Stock”). As of October 4, 2021, AB Value Management LLC beneficially owns 460,189 shares of Common Stock. As of October
4, 2021, Mr. Radoff directly owns 450,021 shares of Common Stock. As of October 4, 2021, none of Mr. Berger, Ms. Parish, Mr. Riegel, or
Ms. Taylor directly own any shares of Common Stock.
Contacts
John Glenn Grau
InvestorCom LLC
(203) 295-7841
1
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ISS Report, dated October 4, 2021.
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