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Based on preliminary results provided by IVS Associates, Inc., Sandell Asset
Management Corp. (“Sandell”), one of the largest shareholders of Bob Evans
Farms, Inc. (“Bob Evans” or the “Company”), announced that four of its
Director nominees – Doug Benham, Charles Elson, David Head and Michael
Weinstein, have been elected to the Board of Directors (the “Board”) of Bob
Evans. The election of these Director nominees, in addition to the three new
Board members who were added in April of 2014 and subsequently re-elected,
means a total of seven members out of the 12-member Board have been added
since April. This constitutes a new majority and reflects a significant change
in the overall composition of the Company's Board of Directors.
With the addition of these four new Directors, Bob Evans can now benefit from
the experience and insight provided by this remarkable assortment of
professionals. Doug Benham and David Head both bring extensive restaurant
operating experience, which includes serving as Chief Executive Officers at
restaurant chains Arby's and O'Charley's, respectively. Charles Elson is one
of the foremost authorities on corporate governance issues in the United
States and has significant boardroom experience at companies undergoing
significant transition, such as HealthSouth and Circon, among others. Michael
Weinstein has created tremendous value for shareholders during his time as
President and COO of A&W Brands as well as Chief Executive Officer of Triarc
Beverage Group (Snapple Beverage Group), where he successfully orchestrated
the purchase of Snapple for $300 million and its subsequent sale three years
later for $1.5 billion.
Tom Sandell, CEO of Sandell Asset Management, stated: “The preliminary results
reflect a strong show of support from our fellow shareholders, who have sent a
clear message that comprehensive change is needed at Bob Evans. While we had
initially expected an additional one of our nominees to be joining the Board
and though we reserve our rights to challenge these preliminary results, the
fact remains that with seven out of 12 members added since April, this will be
a thoroughly refreshed and reconstituted Board. It is now time for all the
Directors on the Board to work in a cohesive and expeditious manner to unlock
the significant value embedded at the Company and implement the many
operational improvements that are needed at Bob Evans. We look forward to
having an ongoing constructive dialogue with the Company and fully expect the
entire Board of Directors to embrace the highest standards of corporate
governance.”
Underscoring the significant support from Bob Evans shareholders is the fact
that three of Sandell's nominees received votes representing approximately
13.6 million shares, or almost 60% of the Company's total shares outstanding,
which is significantly more than the approximate 9.3 million average shares
voting for the Company's nominees who were elected. The vote differential
between the fifth nominee Sandell expected to be elected and Bob Evans'
Chairman and CEO Steven Davis was only approximately 181,000 shares, and the
differential between the fifth Sandell nominee and Lead Independent Director
Michael Gasser only approximately 132,000 shares. Given these slim margins,
Sandell intends to actively review the voting data in order to confirm the
validity of these preliminary results.
Among other matters voted on at the Annual Meeting, Sandell is pleased that
the amendment to Article Twelfth of the Company's Charter was approved by
approximately 84% of the Company's total shares outstanding. With the passage
of this amendment, any Director may be removed from the Company's Board with
or without cause by a simple majority of the shares outstanding. Because
shareholders of Bob Evans have the ability to act by written consent, any
shareholder has the ability to solicit consent for the removal of one, some,
or the entire Board of Directors at any time, not just at the Company's annual
meeting. Shareholders thus have an incredibly powerful tool to ensure the
highest standards of accountability from the entire Board of Directors, which
may be particularly meaningful in the case of Bob Evans given the fact that a
significant majority of total shares outstanding were just voted in favor of a
number of Sandell's nominees.
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