TAC Capital LLC Releases Open Letter To Board Of Directors Of Bravo Brio Restaurant Group, Inc.

COLUMBUS, Ohio, Oct. 24, 2017 /PRNewswire/ --

Gentlemen:

TAC Capital LLC continues to be disappointed by the performance of the board of directors and management of Bravo Brio Restaurant Group, Inc. BBRG ("BBRG"), particularly with respect to creating shareholder value and governing transparently. The sudden and unexpected departure of James J. O'Connor as Chief Financial Officer and the appointment of his replacement, Diane D. Reed, demonstrates that the executive suite remains unstable. While we hope that Ms. Reed's return to BBRG reflects a commitment to executing BBRG's strategic vision, we fear that it is more indicative of the return of an "old friend" to maintain the historically ineffective status quo. Our concerns are exacerbated by BBRG's failure to publicly disclose the results from its reported engagement of an investment banker earlier this year.

Because of the executive turnover, the apparent lack of focus by the board on its duties to shareholders, and the classified structure of BBRG's board of directors, TAC Capital has serious doubts about our ability to meaningfully effectuate change by nominating directors for election at the 2017 Annual Meeting of Shareholders to be held on December 14, 2017.  At most, TAC Capital's nominees would represent a minority vote on a consistently dysfunctional board. 

While we have declined to nominate directors at this time, we will re-evaluate the situation in advance of the 2018 annual meeting.  In the meantime, we believe there are certain measures the board should take at the 2017 annual meeting to significantly improve governance and transparency. Thus, we call on the board to include the following matters for shareholder vote at the 2017 annual meeting:

• A proposal to remove the classified board structure currently in place and allow all directors to be elected by the shareholders annually;
• A proposal to require the election of directors by a majority vote of the shareholders, as opposed to a plurality;
• A proposal to permit shareholders to call a special meeting of the shareholders upon the written request of holders of not less than 15% of the outstanding shares of common stock; and
• A proposal to reincorporate BBRG as a Delaware corporation.

Finally, we believe the board should update BBRG's shareholders on the results of the process of engaging investment bankers to explore alternatives to enhance shareholder value as announced on February 2, 2017. Surely after eight months, the board has information it can report to the owners of BBRG on how it will create shareholder value.

As BBRG's largest shareholder, we expect BBRG to embrace the challenge of improving its performance, governance, and transparency for the sake of all shareholders. Putting forth our corporate governance recommendations to a shareholder vote would go a long way towards demonstrating that the board recognizes its responsibility to BBRG's shareholders.

We look forward to a positive response to our recommendations, and we will continue to monitor the company's progress carefully. We will evaluate the board's handling of the 2017 annual meeting as we consider our support of the incumbent board going forward.

Very truly yours,

/s/ Donald A. Adam

Donald A. Adam
Chairman

Investor Contacts:

William P. Fiske, Georgeson Inc.: +1 (212) 440-9128 or BFiske@georgeson.com
Rajeev Kumar, Georgeson Inc.: +1 (212) 440-9812 or RKumar@georgeson.com

About TAC Capital LLC

Headquartered in College Station, Texas, TAC Capital LLC is a privately owned investment firm affiliated with The Adam Corporation/Group, a privately owned holding company.  Since its inception in 1969, The Adam Corporation/Group has acquired and built companies in such diverse industries as cable television, general contracting, real estate development, hospitality, and banking and financial services, including First American Bank, SSB, the largest privately held bank in Texas prior to its sale to Citibank in 2005.

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SOURCE TAC Capital LLC