MINNEAPOLIS – A proxy fight between Buffalo Wild Wings Inc. and activist investor Marcato Capital Management intensified as the restaurant chain tapped one of Marcato’s own nominees for its slate of board candidates.
Buffalo Wild Wings nominated Janice Fields, former president of McDonald’s USA, and Sam Rovit, CEO of CTI Foods, to stand for election to the company’s board. Marcato selected Rovit for its slate of candidates in February.
“…As always, we are open to qualified candidates, and as part of our rigorous review, we held numerous discussions with Sam and determined that his nomination for election was in the best interests of the company and all shareholders,” Andre Fernandez, chair of the Buffalo Wild Wings Governance Committee, said in a statement. “Similarly, we determined that Jan would bring important perspective to the board given her decades of restaurant leadership experience and proven track record in developing and successfully implementing value-creating initiatives at the highest level of the industry.”
Marcato owns a 5.6 percent stake in the restaurant chain. Mick McGuire, managing partner of Marcato, has openly criticized Buffalo Wild Wings in the past for, among other things, lacking a long-term growth strategy for the casual dining chain.
“Buffalo Wild Wings’ desperate actions only confirm that there is substantial deficiency at the board level and lack of a cohesive plan to create long-term shareholder value,” Marcato said in a statement. “It is deeply troubling that the company would take these steps without consulting us or other major shareholders, as we have continuously endeavored to engage in constructive dialogue with the board and management on the strategic, operational and financial issues that we believe are plaguing the company. Unfortunately, every attempt we’ve made has been stymied.”
If elected Rovit and Fields will join Cynthia L. Davis, Andre J. Fernandez, Harry A. Lawton, J. Oliver Maggard, Jerry R. Rose, Harmit J. Singh and Sally J. Smith, as part of the Buffalo Wild Wings’ slate of director nominees at the company’s annual shareholders meeting. In addition, James Damian and Michael Johnson, who have served on the Buffalo Wild Wings board of directors since 2006, announced their retirement from the board, effective at the shareholders’ meeting, which is expected in May.
Marcato countered that the nominations don’t go far enough to correct problems at Buffalo Wild Wings. Marcato said “…Rather than scrambling to protect the status quo, Buffalo Wild Wings should address our proposed operational improvements and business model modifications, which we believe are the only ways to drive sustainable value for all shareholders.”