Rocky Mountain Chocolate Factory Announces Termination of “Poison Pill” Effective Immediately
October 02 2021 - 8:29PM
Business Wire
Rocky Mountain Chocolate
Factory, Inc. (NASDAQ: RMCF) (the "Company" or “RMCF”), one of
North America's largest retailers, franchisers and manufacturers of
premium, handcrafted chocolates and confections, today announced
that its Board of Directors has approved the termination of the
Company’s stockholder rights plan, commonly referred to as a
“poison pill,” after receiving stockholder input and evaluating
comments received from proxy advisory firm Institutional
Shareholder Services (“ISS”). The termination of the stockholder
rights plan is effective immediately.
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, Rocky
Mountain Chocolate Factory, Inc. (the “Company” or “RMCF”) 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
as supplemented on September 20, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211002005019/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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