ORLANDO, Fla., Feb. 26, 2020
/PRNewswire/ -- Vintage Capital Management, LLC ("Vintage"), one of
the largest stockholders of Red Robin Gourmet Burgers, Inc.
(NASDAQ: RRGB) ("Red Robin" or the "Company"), with beneficial
ownership of approximately 11.6% of the Company's outstanding
shares, today announced it has nominated four highly-qualified,
independent candidates for election to Red Robin's nine-member
Board of Directors at the upcoming 2020 Annual Meeting of
Stockholders.1
The nominees each have significant experience driving
stockholder value in the restaurant and franchising industries and,
if elected, would seek to create value for all stockholders.
The nominees are:
- Anthony Ackil, Founder and Chief
Executive Officer of Streetlight Ventures, LLC, and Founder, former
Chief Executive Officer and member of the Board of Directors of
B.Good, LLC;
- Kenneth Todd Evans, Vice
President, Franchise of UBIF Franchising Co.;
- Stephen J. Lombardo, III,
Chairman and General Counsel of Gibsons Restaurant Group; and
- Craig S. Miller, member of the
Board of the National Restaurant Association, and former President
and Chief Executive Officer of Ruth's Chris Steak House Inc.
Brian Kahn, Vintage's Manager,
stated, "Red Robin is a well-known casual dining business with
excellent brand value. In June
2019, Vintage made a proposal to acquire all of the
outstanding shares of Red Robin for $40 per share, which represented an approximately
58.2% premium to Red Robin's unaffected stock price, and signaled
it could potentially increase the offer price should it be afforded
access to customary due diligence information. Red
Robin has refused to engage with us about a going-private
transaction that would benefit all stockholders by suggesting to
stockholders that we may not obtain the necessary financing to
close the acquisition, despite written confirmation from our
lending sources of their interest and ability to finance Vintage's
proposed purchase. Equally troubling is that we believe that Red
Robin's Board has not been transparent with stockholders about
other proposals Red Robin has received from parties who have the
obvious financial capacity and motivation to acquire Red
Robin."
Mr. Kahn continued that "Notwithstanding the receipt of
compelling acquisition proposals that could deliver significant and
immediate value to stockholders, the Board of Directors failed to
substantively engage, and instead retained high priced "remain
independent at all costs" advisors and embarked on an expensive,
uncertain and multi-year turn-around plan without any bona fide
basis for comparison. Given the reaction to the Company's
fourth quarter and full year results that were announced yesterday,
which included an update on Red Robin's strategic plan, it is
apparent that other stockholders share our concerns and
skepticism. This reaction strengthens our belief that the
Board of Directors has failed to adequately assess several
strategic options available to Red Robin, including a sale of the
company, refranchising opportunities, non-performing asset
monetization transactions, and capital allocation optimization.
Accordingly, today we are nominating four highly-qualified,
independent director candidates who will bring relevant experience
along with a simple mandate – to run the Company in the best
interests of all stockholders and to formally explore value
maximizing transactions that would allow stockholders to realize
meaningful value in the near term without the risk associated with
trying to implement a multi-year turn-around plan. Consistent
with our prior discussions and our letter to the Company of
June 19, 2019, given the lack of
engagement by Red Robin to date on our (or any competing)
acquisition proposal and to avoid the inevitable allegations by the
Company of ulterior motivations of Vintage, Vintage will refrain
from participating in any strategic process that the reconstituted
Board of Directors may determine to pursue for the benefit of
stockholders. Vintage simply wants to provide stockholders
with an opportunity to install new members to the Board and send a
clear message to explore all alternatives that may deliver superior
risk adjusted returns relative to the Company's recently published
long-term plan."
Biographies of Nominees
Anthony Ackil
Mr. Ackil is the founder and CEO of Streetlight Ventures, LLC, a
retail support platform for small businesses and real estate
brokers, and currently serves on the board of B.Good, LLC, a
seventy unit restaurant chain based out of Boston that operates in ten states and four
countries. Prior to Streetlight, Mr. Ackil founded B.Good in
2004 and served as its CEO from 2004 until June 2018.
Kenneth Todd Evans
Mr. Evans serves as Vice President, Franchise of UBIF
Franchising Co. and has served in that role since May of
2015. Prior to joining UBIF, Mr. Evans served as Vice
President, Franchise for Rent A Wheel, a division of Rent-A-Tire,
L.P. Prior to Rent A Wheel, Mr. Evans served in various roles
at Aaron's Inc., a Fortune 1000 NYSE publicly-traded company.
Stephen J. Lombardo,
III
Mr. Lombardo is the Chairman and General Counsel of Gibsons
Restaurant Group. Prior to joining Gibsons Restaurant Group, Mr.
Lombardo was a partner in the Corporate Department at the law firm
of Katten Muchin Rosenman, where his primary practice areas were
mergers, acquisitions, private equity, venture capital and
corporate governance.
Craig S. Miller
Mr. Miller serves as a member of the Board of Directors of Fogo
de Chao Inc., and has also served as a Partner at Miller Partners
Restaurant Solutions, a family-owned enterprise involved in
restaurant management and development ventures since 1989. In
addition, Mr. Miller has served as a member of the Board of the
National Restaurant Association since 1997, and led Ruth's Chris
Steak House Inc. as President and CEO from 2004 to 2008, and as
Chairman of the Board from 2006 to 2008.
IMPORTANT INFORMATION
In connection with their intended proxy solicitation, Vintage
and/or certain of its affiliates intend to file a proxy statement
with the Securities and Exchange Commission (the "SEC") to solicit
stockholders of the Company.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY VINTAGE
AND/OR ITS AFFILIATES FROM THE STOCKHOLDERS OF RED ROBIN GOURMET
BURGERS, INC. FOR USE AT ITS 2020 ANNUAL MEETING OF STOCKHOLDERS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN
SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF RED
ROBIN GOURMET BURGERS, INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE
AT THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV.
In accordance with Rule 14a-12(a)(1)(i) under the
Securities Exchange Act of 1934, as amended, the following persons
are anticipated to be, or may be deemed to be, participants in any
such proxy solicitation: Vintage Capital Management, LLC,
Kahn Capital Management, LLC, Brian
Kahn, Anthony Ackil,
Kenneth Todd Evans, Stephen J. Lombardo, III, and Craig S. Miller. Certain of these persons hold
or may be deemed to hold direct or indirect interests as
of 4:00 p.m. New York City time on February 25, 2020 as follows: Vintage owns
of record 100 shares of common stock, par value $0.001 per share (the "Common Stock"), of the
Company, and may be deemed to beneficially own 1,500,000 shares of
Common Stock (including the 100 shares of Common Stock owned of
record); and each of Kahn Capital Management, LLC and Brian Kahn, due to their relationship with
Vintage, may be deemed to beneficially own the 1,500,000 shares of
Common Stock owned by Vintage. Each of the nominees of
Vintage has an interest in being nominated and elected as a
director of the Company but, as of 4:00
p.m., New York City time,
on February 25, 2020, no Vintage
nominee beneficially owns any shares of Common Stock.
About Vintage Capital Management
Vintage Capital is a value-oriented, operations-focused, private
and public equity investor specializing in the consumer, aerospace
and defense, and manufacturing sectors. For additional information
about Vintage, please visit www.vintcap.com.
Contact:
Vintage Capital Management
Brian Kahn, Manager
bkahn@vintcap.com
1 The Board of Directors presently has 10 members,
but per the Current Report on Form 8-K filed by the Company with
the Securities and Exchange Commission on August 6, 2019, Stuart
Oran will not stand for re-election at the 2020 Annual
Meeting of Stockholders.
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SOURCE Vintage Capital Management, LLC