We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Buffalo Wild Wings, Inc. (delisted) | NASDAQ:BWLD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 156.95 | 157.05 | 155.00 | 0 | 01:00:00 |
|
|
|
Filed by the Registrant
ý
|
||
Filed by a Party other than the Registrant
o
|
||
Check the appropriate box:
|
||
o
|
|
Preliminary Proxy Statement
|
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
o
|
|
Definitive Proxy Statement
|
ý
|
|
Definitive Additional Materials
|
o
|
|
Soliciting Material under §240.14a-12
|
Buffalo Wild Wings, Inc.
|
||||
(Name of Registrant as Specified In Its Charter)
|
||||
|
||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
||||
Payment of Filing Fee (Check the appropriate box):
|
||||
ý
|
|
No fee required.
|
||
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
||
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
o
|
|
Fee paid previously with preliminary materials.
|
||
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
||
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing Party:
|
|
|
(4)
|
|
Date Filed:
|
•
|
“After engaging with Marcato and considering its various critiques of BWW's strategies and performance, the board and management reviewed various alternatives and their likely outcomes and have now crafted and communicated a more comprehensive strategy that incorporates some of the Dissident's suggestions. In our view,
the Company's plan appears reasonable, strikes a prudent balance between risk and reward and, upon a full and successful implementation under the oversight of a refreshed board, would likely result in enhanced shareholder value
.”
|
•
|
“ [T]he election of the Dissident's nominees is either unwarranted or unnecessary at this point. Notably, the Dissident has proposed replacing all three independent directors who have served on the board for longer than one year, which could leave the board lacking critical institutional knowledge needed for the Company's ongoing success. In addition, we believe the board has raised valid concerns with respect to the interests, perspectives and experiences of the Dissident's nominees, which make their candidacies for the BWW board inappropriate, duplicative or inferior to the Company's nominees . Therefore, we believe shareholders would be best served by electing all nominees comprising the reconstituted board as proposed by the Company.” |
•
|
“[W]e believe shareholders may be encouraged by the significant action recently taken by the board and management team over the past 18 months -- related to strategy, operations and leadership. In our view, these actions suggest a
newfound focus and commitment on the part of the board and management to address the underlying business and financial challenges confronting BWW and to re-establish the Company as a top performer in the industry
.”
|
•
|
“[T]he Company has adequately responded to the Dissident's concerns, either by taking appropriate action or offering reasonable explanations as to why certain of Marcato's proposals are unwarranted or ill-advised at this time.”
|
•
|
“The Company has also developed and clearly communicated what appears to be a reasonable strategic operating plan aimed at increasing restaurant-level profitability through sales initiatives and cost-saving measures, while also pursuing financial strategies such as a realigned capital structure and restaurant portfolio optimization in a manner which
we believe to be more prudent and rational than the plan proposed by the Dissident
.”
|
•
|
“[T]he board has convincingly argued, based on its own analysis and that of its financial advisors, not to mention comments from one of Marcato's own nominees [Lee Sanders], that
Marcato's assumptions underlying its refranchising proposal are flawed, unproven or speculative, establishing a reasonable basis for the board's rejection of this plan.
”
|
•
|
“[T]he BWW board has presented several considerations for shareholders which, in our view, have the effect of resoundingly rejecting the proposal as an
aggressive, unprecedented and unfounded strategy that is not right for BWW
to the extent sought by the Dissident.”
|
•
|
“Mr. Sanders stated that "too much available product in the market will cause a commensurate decline in value and demand over a 2-3 year period." Mr. Sanders' expectation seems reasonable to us.
Despite Marcato's opinion that robust demand and financing among the franchisee community would support a multi-year sale process of hundreds of units, we remain particularly skeptical of this portion of the Dissident's plan
.”
|
•
|
“The Company notes that Marcato was very supportive of the refranchising at Applebee’s of approximately 480 stores, representing effective 99% of its units. … However, the Company notes that Applebee’s same-store sales growth has struggled following the transition and DineEquity’s stock has underperformed. The Company further notes that, after Marcato supported the refranchising at Applebee’s, Marcato held DineEquity stock for only a short time before selling its entire position. … [T]he Applebee's example certainly doesn't set a good precedent for Marcato's proposal of a 90% franchised model at BWW.”
|
•
|
“The board notes that, in the absence of data about the market for the Company's restaurants, and given the limited and unsuccessful for such a major undertaking, it would be imprudent to embark on such a dramatic transformation at this time
.
We fully agree with the board's assessment in this regard
, with the board willing to alter the franchise mix in a more timely and prudent manner as necessary, but unwilling to pursue such an aggressive endeavor with what appears to be a significant risk of destroying shareholder value.
|
•
|
“[W]e…believe the
Company’s director nominees are better suited and qualified than the Dissident’s director nominees
to guide BWW toward a superior outcome, whether it is with current or potentially new management.”
|
•
|
“Overall, with five of the Company’s eight independent director nominees having been appointed or nominated to the board in the last seven months, we believe it’s difficult to make a case that the BWW board is seeking to protect the status quo or that additional board refreshment is required or advised at this point.”
|
•
|
“[W]e don’t believe [Marcato’s] proposal of replacing all three of the remaining independent directors who have served on the board for more than one year with the Dissident’s … nominees, is either warranted or advisable. Such an outcome
would eliminate virtually all remaining independent institutional knowledge of the Company, which experience may continue to be critical for BWW’s future success.
”
|
•
|
“W]e believe the Dissident’s nominees other than [Mr. Rovit] either have experience that would not be additive to the refreshed board or potential conflicts which weakens their candidacies, especially when compared to the
valuable perspective the incumbent directors are in position to contribute to the board going forward
as the Company seeks to enhance its overall performance and returns.”
|
•
|
“[W]e don’t believe Mr. McGuire’s other experience outside of his status as an engaged BWW shareholder would be particularly beneficial on the BWW board.”
|
•
|
“[D]espite his restaurant experience, we’re not inclined to favor [Mr. Bergren’s] candidacy at the cost of losing institutional knowledge on the board.”
|
•
|
“[W]e simply have too many concerns with respect to
Mr. Sanders’ potential conflicts that, in our minds, render him less suitable
for the BWW board than any of the incumbent directors that the Dissident has opposed.”
|
•
|
“[T]he Company’s total shareholder returns over the unaffected three-, five- and 10-year periods
outperformed the median returns of all three peer groups
, as well as the performance of the broader market index.”
|
•
|
“[W]e find BWW's total returns, particularly on a relative basis during the unaffected three- and five-year periods, to be
impressive and likely more than satisfactory for shareholders
.”
|
•
|
“Marcato's consistent criticisms of the Company's casual dining peer group for TSR measurement purposes appear to be
invalid and disingenuous
…
As BWW notes, Marcato's insistence on focusing on the Company's proxy peer group or much broader market indices, refusing to acknowledge the validity of what appears to be a more appropriate casual dining peer group, and not proposing a potentially more comparable alternative set of peer companies, suggests that
the results of such appropriate comparative analyses contradict Marcato's summative claims regarding the extent of BWW's underperformance
.”
|
•
|
“BWW's relative returns were strongest when measured against the closest and most appropriate peer group, in our view, being the casual dining peers.
Even when measured against the proxy peers supposedly preferred by Marcato, we see that BWW significantly outperformed the median returns of that group over the unaffected three- and five-year periods considered to be more relevant by the Dissident
.”
|
1 Year Buffalo Wild Wings, Inc. (delisted) Chart |
1 Month Buffalo Wild Wings, Inc. (delisted) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions