ISS Acknowledges That the Dissident Group “Has
Not Disclosed a Sufficiently Detailed Go-Forward Plan to Merit
Outright Control of the Board” With Track Record of Value
Destruction
Glass Lewis Supports RMCF’s “Reasonable”
Decision Not to Re-Nominate AB Value Director Nominee Andrew Berger
and Agrees the Dissident Has Not Presented New Strategic Ideas
RMCF is Taking Decisive, Strategic Actions and
its Nominees Bring Mission-Critical Expertise, Skills and
Qualifications to Accelerate its Transformation Strategy and Drive
Stockholder Value
Urges All Stockholders to Vote “FOR” ALL of the
Company’s Nominees TODAY on the WHITE
Proxy Card
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 commented on reports published by
Institutional Shareholder Services ("ISS") and Glass, Lewis &
Co. (“Glass Lewis”) in connection with the election of directors to
the RMCF Board of Directors (“the Board”) at the Company’s 2021
Annual Meeting of Stockholders (“Annual Meeting”) to be held
October 6, 2021.
Rocky Mountain Chocolate Factory continues to urge stockholders
to vote on the WHITE proxy card
FOR ALL of its skilled and experienced director
nominees at the Annual Meeting.
Rocky Mountain Chocolate Factory issued the following
statement:
“ISS states clearly that the dissident group ‘has not disclosed
a sufficiently detailed go-forward plan to merit outright control
of the Board.’ Glass Lewis agrees that RMCF was ‘reasonable’ in not
re-nominating the dissident group’s Andrew Berger for election to
the Board and notes the lack of new ideas in the dissident’s
proposals. While we agree with Glass Lewis that the dissident
group’s nominees Mr. Berger and Ms. Parish are not in the interest
of RMCF stockholders, we strongly believe that the Company’s six
strong nominees have the critical skills, diversity and experience
to guide RMCF’s transformation strategy.
“We believe that ISS has relied on misleading statements and
slanted information from the dissident group, flawed analysis and
ignored its own principles by supporting a dissident group that is
seeking majority Board control yet has only presented a superficial
and ineffective plan to stockholders. It is even more troubling
that ISS would ignore the dissident’s own track record of seeking
majority Board control, appointing himself as CEO and then
overseeing a bankruptcy filing and value destruction. Further, in
nearly two years on the RMCF Board, Mr. Berger has failed to
propose any significant operational strategies or strategic plan.
RMCF stockholders deserve better.
“Stockholders should be concerned that ISS has twisted itself in
knots to accommodate the dissident group, especially in light of
the recurring misleading claims, inaccurate statements and clear
falsehoods the dissident group is disseminating to the market. In
good faith, we have made multiple generous settlement proposals,
including proposing to name a mutually agreeable nominee to the
Board, all of which have been rejected by the dissident group to
instead distract the Company and pursue their self-serving,
attention-seeking public contest at stockholders’ expense.
Remember, Mr. Berger’s firm was awarded $290,000 in 2019 and has
already filed one baseless lawsuit to try to get his way. This is
not stockholder-friendly behavior.
“ISS has clearly ignored the decisive, strategic action RMCF
continues to take to significantly refresh the Board and support an
accelerated transformation strategy at the Company. Today, the
Company is executing its transformational strategy and delivering
results. We are making disciplined investments and evolving our
operations to capitalize on exciting e-commerce and gifting
opportunities, enhance our omnichannel and digital capabilities,
improve efficiency at our production facility and drive an ongoing
brand refresh to support increasing sales and profitability. We are
focused on increasing stockholder value as we continue to provide
memorable experiences for our customers with premium, handcrafted
chocolates and confections.
“RMCF has nominated a slate of strong directors with the
mission-critical skills required to support the Company’s long-term
strategy. The Company’s nominees are deeply experienced across
e-commerce, product innovation, digital marketing, branding, supply
chain and logistics, franchising and accounting and capital
markets, all important areas of forward-looking expertise for the
Company. RMCF’s nominees have public company Board and leadership
experience and understand what it takes to lead retail and CPG
companies through today’s evolving marketplace. RMCF’s Board has
been significantly refreshed with independent, diverse and strong
directors to help guide the Company.
“We urge all stockholders to vote today on the white proxy card
for all of the Company’s director nominees.”
Your vote is important, no matter how many shares you own.
Please discard any blue proxy cards you may receive. If you have
already returned a blue proxy card, you can change your vote simply
by voting by telephone, via the Internet or by signing, dating and
returning a WHITE proxy card today.
Rocky Mountain Chocolate Factory urges stockholders to vote
TODAY on the WHITE proxy card “FOR” all six of the Company’s highly
qualified, skilled and experienced directors at the Company’s
Annual Meeting. The Company’s proxy statement and other important
information related to its 2021 Annual Meeting of Stockholders can
be found on the SEC's website at www.sec.gov and on the Company's
website at rmcf.com/SEC-Filings.
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 2021 Annual Meeting of
Stockholders (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.
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/20210927005389/en/
Media: Dan Scorpio / Jake Yanulis Abernathy MacGregor
amg-rmcf@abmac.com (212) 371-5999 Investor: William P. Fiske
Georgeson LLC (212) 440-9128
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