Shareholders cast their votes on Aug. 20 for a full slate of nominees to the Bob Evans' board. New York-based Sandell Asset Management assembled a list of 12 hand-picked candidates, while the board proposed 10 of its own nominees and two candidates picked by Sandell.
“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,” said Tom Sandell, CEO of the investment firm. “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.”
New board members include Doug Benham and David Head who held CEO position at Arby’s and O’Charley’s, respectively; Charles Elson, professor of finance at the Univ. of Delaware and a corporate governance expert; and Michael Weinstein former president and COO of A&W Brands former CEO of Triarc Beverage Group.
Sandell has been openly critical of the Bob Evans board and its direction of the company. He has recommended, among other strategies, spinning off the Bob Evans food business. Current board members have called Sandell’s ideas “unsustainable”.
Shareholders also approved an amendment to the company's charter that will allow any board member to be removed from the board with or without cause by a simple majority vote of shareholders.
“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,” Sandell Asset Management noted in a statement.