The letter further stated: “In just the past two weeks, perhaps recognizing that its economic proposals do not make sense for Bob Evans, Sandell has hastily prepared suggestions for ways the Company can operate its business. While the Bob Evans Board welcomes ideas for operational improvements from stockholders, customers and employees, it finds Sandell’s ideas of limited utility, since they either lack substance or already are being implemented by the Company.” In contrast to Sandell’s non-substantive operational suggestions, the letter presented a digest of operational initiatives the Company has undertaken in key areas, including: revising brand position and improving customer experience; simplifying and enhancing the menu; optimizing marketing effectiveness; improving restaurant margins, and developing future franchising opportunities.
In the letter, Lead Independent Director Michael Gasser and Chairman and Chief Executive Officer Steven Davis, on behalf of the Board of Directors, urged stockholders to elect the nominees recommended by the Board. They noted that the Board’s nominees are highly qualified individuals who engage in a regular and rigorous review of all ideas for improving shareholder value, with the objective of adhering to a strategy that is sustainable, disciplined, and responsible. It stated that the Board will continue to: 1) drive the profitable growth of the existing businesses, 2) employ a balanced approach to the return of meaningful capital to stockholders and investment in growth, and 3) regularly and proactively review strategy, while continually engaging with stockholders.
Complete text of the letter follows:
August 6, 2014
Dear Fellow Stockholder,
In just the past two weeks, perhaps recognizing that its economic proposals do not make sense for Bob Evans, Sandell has hastily prepared suggestions for ways the Company can operate its business. While the Bob Evans Board welcomes ideas for operational improvements from stockholders, customers and employees, it finds Sandell’s ideas of limited utility, since they either lack substance or already are being implemented by the Company.
Here is a brief digest of some of the growth initiatives your Company has already developed in a number of key operational areas – long before Sandell’s “suggestions”:
Your Board has tried to work constructively with Sandell for nearly 12 months, carefully considering Sandell’s ideas and offering Sandell opportunities to work with the Company as we add new independent and highly qualified members to the Board.We subject our financial and strategic plans to rigorous review on a regular basis – including in consultation with independent financial advisors – and we welcome fresh perspectives.
Your Board has made numerous efforts to avoid the waste of time and money associated with a proxy contest, including by repeatedly offering to add a number of Sandell’s nominees to the Board. Despite Sandell’s rejection of the Company’s offers, and consistent with our receptivity to new ideas, we decided to keep the Board at 12 directors, even with the announced retirement of two incumbent directors before the 2014 Annual Meeting. Because the Board nominated 10 directors for 12 positions, at least two of Sandell’s nominees will be elected, even if the Board’s entire slate is elected. As a result, Bob Evans’ proposed Board structure would continue to be fully independent (all except for the CEO), with a majority of the independent directors new to the Board in the last two years and 5 of 11 independent directors new to the Board this year.
Thank you for your continued support.
/s/ Michael A. Gasser
/s/ Steven A. Davis
Certain statements in this letter that are not historical facts are forward-looking statements. Forward-looking statements involve various important assumptions, risks and uncertainties. Actual results may differ materially from those predicted by the forward-looking statements because of various factors and possible events. We discuss these factors and events, along with certain other risks, uncertainties and assumptions, under the heading “Risk Factors” in Item1A of our Annual Report on Form 10-K for the fiscal year ended April25, 2014, and in our other filings with the Securities and Exchange Commission. We note these factors for investors as contemplated by the Private Securities Litigation Reform Act of 1995. Predicting or identifying all such risk factors is impossible. Consequently, investors should not consider any such list to be a complete set of all potential risks and uncertainties. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect circumstances or events that occur after the date of the statement to reflect unanticipated events. All subsequent written and oral forward-looking statements attributable to us or any person acting on behalf of the Company are qualified by the cautionary statements in this section.
Bob Evans Farms Inc. (the “Company”), its directors and certain of its executive officers are participants in the solicitation of proxies in connection with the Company’s 2014 Annual Meeting of Stockholders. The Company has filed a definitive proxy statement and form of WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with such solicitation of proxies from the Company’s stockholders. WE URGE INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
This document contains quotes and excerpts from certain previously published material. Consent of the author and publication has not been sought or obtained to use the material as proxy soliciting material.