Buffalo Wild Wings Affirms Data in Its Proxy Statement is Accurate
and SEC Compliant
Buffalo Wild Wings, Inc. (NASDAQ:BWLD) today issued the following
statement regarding the U.S. Securities and Exchange Commission ("SEC")
required performance graph contained in its definitive proxy statement
filed on April 21, 2017 ("Proxy Statement") in connection with the
company's upcoming 2017 Annual Meeting of Shareholders to be held on
June 2, 2017:
Marcato Capital Management, L.P. ("Marcato") has publicly claimed that
the Buffalo Wild Wings proxy statement contains an erroneous Total
Return Comparison Graph ("TRCG") on page 29 of the Proxy Statement. We
believe the TRCG is accurate and SEC compliant.
To calculate its TRCG, Buffalo Wild Wings retained an experienced third
party, Research Data Group, Inc. ("RDG"), the largest independent
provider of performance graphs for proxy statements and annual reports.
RDG's client base includes more than 1000 public companies and more than
250 of the S&P 500. Since its founding in 1992, RDG has provided tens of
thousands of TRCGs for inclusion in SEC filings and guarantees that its
calculations are compliant with the SEC's rules and regulations.
The TRCG included in the Proxy Statement was provided by RDG based on
methodologies that we understand RDG has used throughout its history.
RDG's methodology for sub-indexes like the S&P 600 Restaurant Index is
to use the constituents of the sub-index as of the last day of the
subject company's fiscal year. Consistent with SEC rules, RDG then
calculates the total return of those companies over the preceding
five-year period, rebalancing the portfolio once per year (based on
market capitalization at December 31) and including newly public
companies as of the first day of the year following their IPO. We
understand that this methodology has been consistently employed across
RDG's client base for any industry sub-index or peer- or custom-index.
Buffalo Wild Wings has used RDG's services, and therefore this
methodology, since 2006.
Buffalo Wild Wings believes the TRCG accurately represents the blended,
market-capitalization weighted returns generated by companies that were
constituents of the S&P 600 Restaurant Index as of the end of its last
fiscal year. As the chart demonstrates, Buffalo Wild Wing's total return
outperformed this index over the last five years.
Furthermore, Buffalo Wild Wings has generated industry-leading total
shareholder returns since its IPO in 2003. Over shorter periods (such as
one and three years) and longer periods (such as ten years), the company
has delivered a total return exceeding the median return generated by
other casual dining restaurant companies.1
The company recommends shareholders vote on the YELLOW proxy card "FOR"
each of Buffalo Wild Wings' nine nominees: Cynthia L. Davis, Andre J.
Fernandez, Janice L. Fields, Harry A. Lawton, J. Oliver Maggard, Jerry
R. Rose, Sam B. Rovit, Harmit J. Singh and Sally J. Smith. Shareholders
may vote by telephone, by Internet or by signing and dating the YELLOW
proxy card and returning it in the postage-paid envelope provided.
If you have any questions or require any assistance with voting your
please contact the company's proxy solicitor listed below:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Collect: (212) 929-5500
Lazard Ltd is serving as financial advisor and Faegre Baker Daniels is
serving as legal advisor to the company.
About the Company
Buffalo Wild Wings, Inc., founded in 1982 and headquartered in
Minneapolis, is a growing owner, operator and franchisor of Buffalo Wild
Wings(R) restaurants featuring a variety of boldly-flavored,
made-to-order menu items including its namesake Buffalo, New York-style
chicken wings. The Buffalo Wild Wings menu specializes in 21
mouth-watering signature sauces and seasonings with flavor sensations
ranging from Sweet BBQ(TM) to Blazin'(R). Guests enjoy a welcoming
neighborhood atmosphere that includes an extensive multi-media system
for watching their favorite sporting events. Buffalo Wild Wings is the
recipient of hundreds of "Best Wings" and "Best Sports Bar" awards from
across the country. There are currently more than 1,220 Buffalo Wild
Wings locations around the world.
To stay up-to-date on all the latest events and offers for sports fans
and wing lovers, like Buffalo Wild Wings on Facebook, follow @BWWings
on Twitter and visit www.BuffaloWildWings.com.
Cautionary Statement Regarding Certain Information
This communication contains "forward-looking statements" within the
meaning of the federal securities laws. Such statements include
statements concerning anticipated future events and expectations that
are not historical facts. All statements other than statements of
historical fact are statement that could be deemed forward-looking
statements. Actual results may vary materially from those expressed or
implied by forward-looking statements based on a number of factors,
including the factors described under "Risk Factors" in Part I, Item 1A
of our Annual Report on Form 10-K for the fiscal year ended December 25,
2016, as updated or supplemented by subsequent reports we file with the
SEC. We do not assume any obligation to publicly update any
forward-looking statement after they are made, whether as a result of
new information, future events or otherwise.
Buffalo Wild Wings, Inc., its directors and certain of its executive
officers and employees are participants in the solicitation of proxies
from Buffalo Wild Wings shareholders in connection with its 2017 annual
meeting of shareholders to be held on June 2, 2017. Information
concerning the identity and interests of these persons is available in
the definitive proxy statement Buffalo Wild Wings filed with the SEC on
April 21, 2017.
Buffalo Wild Wings has filed a definitive proxy statement in connection
with its 2017 annual meeting. The definitive proxy statement, any
amendments thereto and any other relevant documents, and other materials
filed with the SEC concerning Buffalo Wild Wings are (or will be, when
filed) available free of charge at http://www.sec.gov
Shareholders should read carefully the definitive proxy statement and
any other relevant documents that Buffalo Wild Wings files with the SEC
when they become available before making any voting decision because
they contain important information.
1 Source: Company filings and FactSet. Market data as of
March 31, 2017. BWLD became publicly traded on November 21, 2003. Casual
dining peers include BBRG, BJRI, BLMN, CAKE, California Pizza Kitchen,
CBRL, CHUY, DENN, DIN, DRI, EAT, IRGT, P.F. Chang's, RRGB, RT, TXRH.
BBRG, BLMN, CHUY, IRGT and TXRH included as of respective IPO dates.
California Pizza Kitchen and P.F. Chang's data included until buyouts in
July 2011 and July 2012, respectively. P.F. Chang's is excluded from
five-year total shareholder return comparison.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170425005965/en/
Buffalo Wild Wings, Inc.
Additional Investor Contact:
Bob Marese/Paul Schulman
Frank, Wilkinson Brimmer Katcher
Meaghan Repko / Nick Lamplough
Source: Buffalo Wild Wings, Inc.
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