Highlights Company's Track Record of Superior Shareholder Value
Creation and Execution of Unique Strategy Driven by Innovation,
Differentiation and Financial Discipline
Reiterates Substantial and Proactive Steps Being Taken by Management
and Board in Response to Current Industry Headwinds
Underscores Buffalo Wild Wings' Best-in-Class, Refreshed Board
Dedicated to Shareholder Value Creation
Reiterates that Marcato's Criticisms Are Unfounded and Marcato's
Refranchising Proposal is Unprecedented, Reckless and Value Destructive
Demonstrates the Conflicts of Interest and Weaknesses of Marcato's
If Marcato is Successful, All Directors with More than 8 Months'
Experience Would be Removed from the Board
Urges Shareholders to Vote "FOR" Each of Buffalo Wild Wings'
Highly-Qualified Director Nominees on the YELLOW Proxy Card
Buffalo Wild Wings, Inc. (NASDAQ:BWLD) today announced that it has
released an investor presentation in connection the company's upcoming
2017 Annual Meeting of Shareholders ("Annual Meeting") to be held on
June 2, 2017. Buffalo Wild Wings shareholders of record at the close of
business on April 13, 2017 are entitled to vote at the Annual Meeting.
The 93-page presentation and other important materials related to the
Annual Meeting can be found on the company's website at http://www.buffalowildwings.com/en/2017-annual-meeting/
and have been filed with the Securities and Exchange Commission ("SEC").
The presentation highlights the importance of electing the Buffalo Wild
Wings' nominees at the upcoming Annual Meeting and discarding the proxy
cards being mailed by Marcato Capital Management, L.P. ("Marcato").
As highlighted in Buffalo Wild Wings' presentation, one of Marcato's own
nominees for the Board of Directors, Emil Lee Sanders, has given Buffalo
Wild Wings shareholders one of the best reasons to vote against
Marcato and for the Board's nominees. Marcato nominated Mr. Sanders
and has published two full pages of materials strongly advocating for
the election of Mr. Sanders because of his supposed knowledge of
restaurants. Yet it was Mr. Sanders himself who wrote that
Marcato's plan for Buffalo Wild Wings - which presumably Mr. Sanders
would carry out if he were elected to the Board - involves:
"Massive G & A cuts and layoffs… Let's hope the lights are left on."
Buffalo Wild Wings - one of the most successful restaurant companies in
the United States - believes that its shareholders should not have to
"hope" that their healthy, multi-billion dollar company survives. Do
Marcato and Mr. Sanders really think that Buffalo Wild Wings
shareholders, who have been rewarded with compounded returns of 24% per
year since the company's 2003 IPO, should voluntarily elect a slate of
directors who will risk the company's survival, just so short-term
performance can be enhanced?
The Buffalo Wild Wings Board of Directors encourages all shareholders to
protect their investments by voting the YELLOW proxy card "FOR"
the election of all nine of the Board's experienced and highly-qualified
director 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.
In its detailed presentation, Buffalo Wild Wings also demonstrates:
Buffalo Wild Wings Has Delivered Superior Value to Shareholders.
The company has delivered a total shareholder return of 1754%
since its 2003 IPO, well in excess of casual dining peers.1
Over the last one-, three- and five-year periods, the company's
stock has outperformed the median performance of its casual dining
Buffalo Wild Wings has consistently outperformed its peers on
almost every operational and financial metric, such as
restaurant-level margins and profit growth.
Buffalo Wild Wings Is Successfully Executing Its Unique Strategy
Driven by Innovation, Differentiation and Financial Discipline.
Buffalo Wild Wings has positioned itself uniquely in the casual
dining sector and continues to innovate to appeal to sports fans,
millennials and families, while driving revenue growth and
prudently managing costs.
Buffalo Wild Wings continuously evaluates its restaurant assets
and ownership mix based on a number of factors, and has recently
decided to sell approximately 80 company-owned units to maximize
Buffalo Wild Wings is optimizing its capital structure and has
returned a substantial amount of cash to shareholders.
Buffalo Wild Wings Is Taking Proactive Steps in Response to the
Current Operating Environment.
The Company has undertaken key sales initiatives including takeout
and delivery offerings, loyalty programs, single day events and
enhancing its lunch programs.
Restaurant level costs are being reduced through a continued focus
on cost of goods sold, labor operations, operating expenses and
Buffalo Wild Wings' ongoing initiatives will generate $40-$50
million of annual savings by the end of 2018.
Buffalo Wild Wings Has the Right Board and Leadership and
Compensation Is Aligned with Shareholder Interests.
Over the past 18 months, the company has substantially refreshed
its Board and management team and now has one of the lowest
tenured Boards in all of casual dining.
The company's executive compensation programs have been
overwhelmingly supported by shareholders and align management's
incentives with the creation of shareholder value.
Marcato's Criticisms Are Unfounded, and Certain Proposals are
Reckless and Would Be Damaging to Buffalo Wild Wings' Future.
The company has engaged extensively with Marcato and has reviewed
its critiques and suggestions thoroughly, with the assistance of
outside financial advisors.
Marcato has offered no plan for operating Buffalo Wild Wings
differently, except that Marcato believes that the company should
sell nearly all its restaurants to franchisees. Marcato's analysis
for this proposal is based on numerous false, unrealistic and
unproven assumptions, as described more fully in the investor
Marcato's Nominees, Other than Sam Rovit, Would Not be Helpful
Additions to the Buffalo Wild Wings Board.
One of the Marcato nominees has grossly exaggerated his
professional biography, sought to benefit personally from
Marcato's actions and has separately expressed doubts about the
impact of Marcato's plans for Buffalo Wild Wings.
Buffalo Wild Wings considered carefully Marcato's other nominees,
determined to nominate one of them to the Board and concluded that
the other nominees lacked unique skills and proven track records.
Marcato is seeking to remove every independent director who has
served on the company's Board for more than eight months. If
Marcato is successful, the Board would be left without critical
We encourage all shareholders to carefully review Buffalo Wild Wings'
proxy statement and the investor presentation, which is available at http://www.buffalowildwings.com/en/2017-annual-meeting/.
The company urges shareholders to vote "FOR" each of Buffalo Wild
Wings' nine nominees today by telephone, by Internet or by signing and
dating the YELLOW proxy card and returning it in the postage-paid
envelope provided. No matter how few shares they own, it is important
that all shareholders have their voices heard in this critically
important decision regarding shareholders' investment. The company
further encourages shareholders to discard any proxy materials sent to
them by Marcato.
Lazard Ltd is serving as financial advisor and Faegre Baker Daniels is
serving as legal advisor to the company.
If you have any questions or require any assistance with voting your
shares, please contact the company's proxy solicitor listed below:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Call Collect: (212) 929-5500
Toll-Free (800) 322-2885
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 20, 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. Note: Market
data as of April 28, 2017. BWLD became publicly traded on November 21,
2003. Casual dining peers index represents median total shareholder
return of the peer set. BBRG, BLMN, CHUY, TXRH and IRGT included as of
respective IPO date. California Pizza Kitchen and PF Chang's data
included until buyouts in July 2011 and July2012, respectively. Casual
dining peers include BBRG, BJRI, BLMN, CAKE, California Pizza Kitchen,
CBRL, CHUY, DENN, DIN, DRI, EAT, IRGT, PF Chang's, RRGB, RT and TXRH.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170516005962/en/
Buffalo Wild Wings, Inc.
Investor Relations Contact:
Additional Investor Contact
Bob Marese/Paul Schulman
Frank, Wilkinson Brimmer Katcher
Meaghan Repko / Nick Lamplough
Source: Buffalo Wild Wings, Inc.
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