Buffalo Wild Wings, Inc. (NASDAQ:BWLD) today sent the following letter
to shareholders from President and Chief Executive Officer, Sally Smith,
highlighting the Company's long history of value creation and the
importance of electing the Company's director nominees to its Board on
the YELLOW proxy card:
Dear Fellow Buffalo Wild Wings Shareholders:
I have served as the Chief Executive Officer of Buffalo Wild Wings for
almost 21 years. We have always focused on creating value for our
shareholders and innovating to stay ahead of the competition. Over that
time, we have had significant periods of outperformance and some more
Casual dining restaurants face a uniquely challenging market today.
Millennial consumers are more attracted than their elders to cooking at
home, ordering delivery from restaurants and eating quickly, in fast
casual or quick-serve restaurants. Mall traffic has slowed. And,
surprisingly, television viewership of sporting events (important for
us, especially) is down.
Despite these headwinds, Buffalo Wild Wings continues to perform well,
achieving positive same-store sales growth in the First Quarter of 2017
and generating substantial free cash flow. I am proud that we have
outperformed our peers on critical operating metrics like same-store
sales and restaurant margins for many years. But, make no mistake: to
remain a market leader, we need to continue our evolution and address
changing customer demands and sentiment. And, we need to drive costs out
of our business.
We are doing so.
We are testing smaller footprint units that can be opened in more
population-dense areas, focusing on takeout and delivery. We are working
to drive traffic and check size through new marketing programs and to
lower our costs through multiple projects throughout the company. We
have made our balance sheet more efficient and our management structure
And while I have the privilege of reporting these achievements and
initiatives to you, Buffalo Wild Wings has always succeeded because of
our outstanding team. Our employees, from the cooks and servers to our
executives, and the Board, are the reason we have done so well for our
guests, and our shareholders. Fortunately, we have built a company that
is bigger than, and will last longer than, any one person. Doing so
requires carefully balancing new perspectives with people who understand
our history - our prior successes and failures. This critical balance,
in the restaurant, in management and, importantly, on the Board, is
central to our ability to grow off our current platform without
repeating what did not work in the past.
In these challenging times, we surely need fresh thinking and new ideas,
but we also cannot afford to reinvent everything or unknowingly
try again things that don't work.
I write to you as we approach our 2017 Annual Meeting. At this meeting,
one of our shareholders is seeking to remove all of our independent
directors that have served for more than eight months. Without them in
the Boardroom, I would be the only person in the room who knows our
history. And while I love my job, sooner or later, it will be time for
me to retire.
It is critical that we maintain institutional knowledge and memory on
the Board and it would be unwise, in my view, to jostle the careful
balance we have achieved between fresh perspective and intimate
knowledge of our operating model, company history and culture. I should
not be the only person in the Boardroom with first-hand recollections of
We have nominated an excellent Board that is committed to evaluating our
plan, leadership and performance objectively. It is a balanced group -
with deep restaurant and food service experience, consumer marketing
prowess, sports and entertainment expertise and financial acumen. We
have two professionals on our slate who would be new to the Board, three
who have been on the Board for less than a year and four of us with
longer tenure. As a Board and a management team, we are using our
experience - at Buffalo Wild Wings and from our other professional
positions - to stay ahead of our competition and continue our tradition
of generating market-leading returns for our owners.
We appreciate your support and investment and ask that you please vote
using our yellow proxy card. Help us maintain our momentum, with a
balanced Board that can draw upon the past as it charts our course
Sally J. Smith
President and Chief Executive Officer
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 - 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.
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
Collect: (212) 929-5500
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170530005597/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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