Buffalo Wild Wings Urges Shareholders to Protect Their Investment by
Voting "FOR" All Nine of Buffalo Wild Wings' Nominees on the YELLOW
Buffalo Wild Wings, Inc. (NASDAQ: BWLD) today issued the following
statement in response to a report by Institutional Shareholder Services
("ISS") regarding the election of directors to Buffalo Wild Wings' Board
at the company's 2017 Annual Meeting of Shareholders ("Annual Meeting")
to be held on June 2, 20171:
We are pleased ISS recognizes that "the current management team has
certainly delivered impressive results since the company's IPO in 2003,
growing revenues from $126 million in 2003 to $1,987 million in 2016."
In more recent periods, ISS noted that Buffalo Wild Wings had put up
"strong numbers since 2011." In terms of shareholder returns, ISS noted
that "the company has strongly outperformed peers and the index since
its IPO." ISS also assigned its best "QualityScore" (of 1 on a 10 point
scale) to the company's governance and gave Buffalo Wild Wings high
marks on executive compensation, audit & risk oversight and shareholder
We appreciate ISS's support of the election of Andre J. Fernandez,
Janice L. Fields, Harry A. Lawton, Sam B. Rovit, Harmit J. Singh and
Sally J. Smith.
However, we believe ISS reached the wrong conclusion in failing to
recommend that shareholders vote for ALL of Buffalo Wild Wings' highly
qualified director nominees, including Cynthia L. Davis, J. Oliver
Maggard and Jerry R. Rose. Indeed, while ISS commended Buffalo Wild
Wings for nearly 20 years of outperformance, it is recommending the
removal of two of the three directors who have served for more than one
year. We believe this is a mistake. If shareholders follow ISS'
recommendation, there will be only one independent director on the
Buffalo Wild Wings Board that has served for longer than eight months.
We are surprised that ISS did not even consider the fact that its
recommendation would essentially empty the boardroom of all independent
We urge shareholders to vote "FOR" each of the nine Buffalo Wild
Wings nominees by voting the YELLOW proxy card TODAY.
The Buffalo Wild Wings proposed Board brings fresh perspectives,
valuable experience, financial acumen and great enthusiasm for our
business and all our shareholders. Under the oversight of our
best-in-class, refreshed Board, the company is successfully executing on
a clear, unique strategy driven by innovation, differentiation and
financial discipline. We are also taking proactive steps in response to
the current operating environment, undertaking a number of initiatives
to drive sales, reduce costs and optimize our portfolio. Many of these
actions began long before Marcato Capital Management, L.P. ("Marcato")
bought its first share of stock, including our share repurchase plan,
Board refreshment and plan to drive profitable growth.
As ISS noted:
"[I]t is encouraging to see management focused on upping its
in-restaurant experience with projects such as Stadia design, guest
tablets, and the ability to strategically pace service during a game
…Other encouraging facts include announced cost control initiatives,
which could help Buffalo Wild Wings sustain margins while it invests to
improve guest experience and, in the short-term, continues to implement
promotional activities to sustain [same-store sales] over a challenging
Shareholders should be concerned about the risk of the aggressive
refranchising plan being pursued Marcato that we believe is a very
short-term strategy that would destroy long-term shareholder value. This
strategy is the ONLY specific proposal that Marcato has made to increase
returns for shareholders. The ISS analysis underscores this inherent
"It is difficult to predict the outcome of such a large refranchising of
Buffalo Wild Wings. Except for Applebee's, no other casual dining
restaurant chain with similar operational complexity has over 90 percent
of units franchised. In fact, among ISS' selected peers, Buffalo Wild
Wings stands out with the highest percent of units franchised. While
Buffalo Wild Wings franchises approximately half of its portfolio, most
of the other peers franchise less than one-third of all their
restaurants. DineEquity's experience with Applebee's does not appear
reassuring to Buffalo Wild Wing's shareholders… it appears unwise [for
Buffalo Wild Wings] to fully commit to such a specific level of
franchising at this point."
We strongly believe that Marcato's nominees, other than Sam Rovit, would
not add any meaningful experience or insight to our Board. Electing any
of Marcato's nominees, other than Sam Rovit, and thereby supporting its
radical proposals, would derail the company's clear strategy for success
and threaten shareholder value.
Buffalo Wild Wings continues to create value for all shareholders, and
we are confident in the company's prospects - with the right leadership
- for sustainable growth and long-term value creation.
Buffalo Wild Wings shareholders are reminded that their vote is
extremely important, no matter how many shares they own. Buffalo Wild
Wings strongly recommends that shareholders elect the company's
best-in-class leaders by voting the YELLOW proxy card for ALL
Buffalo Wild Wings' nominees.
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
please contact the company's proxy solicitor listed below:
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 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 Permission from ISS to use quotations was neither sought
View source version on businesswire.com: http://www.businesswire.com/news/home/20170524006086/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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