AMENDMENT TO PROXY STATEMENT DATED SEPTEMBER 13, 2021 FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 6, 2021
AB Value Partners, LP, AB Value Management LLC, Bradley Radoff, Andrew T. Berger, Rhonda J. Parish, Mark Riegel and Sandra Elizabeth Taylor (collectively, the “Concerned Shareholders of Rocky Mountain”) filed a definitive proxy statement (the “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 stockholders of Rocky Mountain Chocolate Factory, Inc. (the “Company”) to be held virtually via live webcast at https://meetnow.global/MPZUUMY on October 6, 2021 at 10:00 a.m., Mountain Time (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”), and for the approval of a business proposal to be presented at the Annual Meeting.
This amendment dated September 24, 2021 (this “Amendment”), which describes a recent change in the proposed nominees for election to the board of directors of the Company (the “Board”), should be read in conjunction with the Proxy Statement. Except as specifically supplemented or amended by the information contained in this Amendment, all information set forth in the Proxy Statement continues to apply and should be considered in voting your shares. To the extent that information in this Amendment differs from or updates information contained in the Proxy Statement, the information in this Amendment is more current and supersedes the information in the Proxy Statement. You should carefully review the Proxy Statement and this Amendment prior to voting your shares.
Withdrawal of Nominee for Election as Director and Decrease in Board Size
On September 16, 2021, Mary Kennedy Thompson notified the Board of her resignation from the Board, effective immediately, and of her withdrawal of her consent to stand for election to the Board as a member of the Company’s slate or the Concerned Shareholders of Rocky Mountain’s slate. The Board decided not to further refresh its composition of directors and instead subsequently reduced the size of the Board to six (6) directors, effective immediately. This Board contraction has the effect of preventing any nominees of the Concerned Shareholders of Rocky Mountain from being elected by shareholders to effectively fill the vacancy resulting from Ms. Thompson’s resignation. Also on September 16, 2021, Ms. Thompson notified the Concerned Shareholders of Rocky Mountain of her withdrawal of her consent to stand for election at the Annual Meeting as a nominee of the Concerned Shareholders of Rocky Mountain and to serve as a director, if elected, on the Board.
In light of Ms. Thompson’s decision, the Concerned Shareholders of Rocky Mountain have withdrawn Ms. Thompson from their slate. As a result of the Company’s decision to contract the Board and eliminate the vacant seat created by Ms. Thompson’s resignation, the Concerned Shareholders of Rocky Mountain will not nominate a replacement director for election at the Annual Meeting. Accordingly, the proposal to elect Ms. Thompson will no longer be presented for a vote of the stockholders at the Annual Meeting. The individuals named under “Proposal 1: Election of Nominees” in the Proxy Statement, other than Ms. Thompson, remain the Concerned Shareholders of Rocky Mountain’s nominees for election as directors. If the Company had not eliminated the vacant seat resulting from Ms. Thompson’s resignation, the Concerned Shareholders of Rocky Mountain would have attempted to persuade shareholders to elect one of the Concerned Shareholders of Rocky Mountain’s nominees to fill the vacant seat created by Ms. Thompson’s resignation.
The Concerned Shareholders of Rocky Mountain continue to recommend that stockholders vote the BLUE proxy card “FOR” the election to the Board of each of the four (4) nominees of the Concerned Shareholders of Rocky Mountain: Andrew T. Berger, Rhonda J. Parish, Mark Riegel and Sandra Elizabeth Taylor. The Concerned Shareholders of Rocky Mountain also continue to recommend that stockholders vote “FOR” the Company’s proposal to ratify the appointment of Plante & Moran PLLC as the Company’s registered public accounting firm, “AGAINST” the Company’s proposal to approve the compensation of the Company’s named executive officers and “FOR” the Concerned Shareholders of Rocky Mountain’s proposal to request that the Board redeem any poison pill previously issued and not adopt or extend any poison pill unless submitted to a stockholder vote.