Page 1 Page 1
Page 2 Page 2
2017 Board and CEO Conference June 3, 2017
Page 4
Table of Contents
I. Spotlight Introduction
II. Shareholder Activism Today
III. Interactive Case Study: Buffalo Wild Wings
IV. Conclusion: Lessons Learned
Page 5
Spotlight Introduction
Our principals have substantial experience with complex investor and corporate matters
Greg Taxin previously served as the CEO of Glass, Lewis & Co., an investment banker at Goldman Sachs and Banc of America Securities, a lawyer and a hedge fund portfolio manager Most recently, Mr. Taxin was President of the Clinton Group, a multi-strategy activist hedge fund, where he led more than 40 activist investments. Previously, Mr. Taxin was the co-founder and CEO of Glass, Lewis & Co., one of the world’s leading proxy advisory and corporate governance research firms. There, Mr. Taxin led teams that advised more than 350 institutional investors on proxy voting matters, corporate governance, activism, executive compensation and short sellers. Mr. Taxin was previously a Managing Director of Banc of America Securities and a Vice President in the investment banking department of Goldman, Sachs & Co. Mr. Taxin was also a corporate litigator at Wachtell, Lipton, Rosen & Katz. He is a magna cum laude graduate of the Harvard Law School.
Damien Park founded Hedge Fund Solutions in 2004 and is a leading expert in the area of shareholder activism and corporate governance Mr. Park is regularly retained by institutional investors, CEOs, boards of directors, and special committees seeking dependable counsel on a wide variety of complex issues relating to shareholder activism, unsolicited acquisition proposals, and corporate governance. He has managed dozens of proxy contests and has led negotiations on numerous settlement agreements. In 2009 Mr. Park became Co-Chairman of The Conference Board’s Expert Committee on Shareholder Activism. He is a frequent speaker at top business schools and professional conferences and is often quoted in leading media outlets, including NPR’s Marketplace, The Wall Street Journal, The New York Times, The Financial Times, The Economist and others. Mr. Park is a dual citizen of the United States and Ireland and holds an MBA from Trinity College Dublin, Ireland.
Page 6
2016 - 2017 Activism-Related Assignments
Company Advisor
Activist Elliott Associates
Investor Advisor
Activist Altimeter/Par Capital
Investor Advisor
Activist Tavistock
Investor Advisor
Activist Alken Capital
Company Advisor
Activist Marcato Capital
Company Advisor
Activist Marcato Capital
Investor Advisor
Activist Neuberger Berman
Company Advisor
Activist Engine Capital
Company Advisor
Activist Red Mountain Capital
Investor Advisor
Activist Raging Capital
Investor Advisor
Activist North Star Partners
Investor Advisor
Activist Greenlight Capital
Company Advisor
Activist Wintergreen Advisers
Company Advisor
Activist Richmond Brothers
Successful activist campaigns require an intricate weave of analytical rigor, investor outreach, public communications, legal maneuvering, investment
banking and tough negotiating
Spotlight Introduction
Page 7
Shareholder Activism Today
“It was not long ago that the ‘activist’ moniker had a distinctly negative connotation. It was a term equated with the generally frowned-upon practice of taking an ownership position to influence a company for short-term gain…today, there is widespread acceptance of many of the policy changes that so-called ‘activists’ are seeking to effect.”
- Former SEC Chair Mary Jo White
Page 8
Toward a Theory of Activism
Shareholder activism has grown in prominence, with significant pools of capital dedicated to it
$112+ billion in dedicated activist funds 456 companies were actively subjected to activist demands in 2016 21% of S&P 500 approached publicly by activist in 2016 This approach to investing will likely remain prevalent: it has generated alpha consistently
As a macro-economic matter, activism is a natural outgrowth of our market’s structure and a necessary governor
Capital markets need a mechanism to enforce optimal strategy selection and performance and police conflicts System of corporate governance is intended to do this, but as traditionally practiced, there was no effective
accountability Boards choose their own members, traditionally with little input or say from investors There are some undeniable conflicts between directors’ interests and those of stockholders
With increasing amounts of capital being passively “invested” in index or quantitative funds, the remaining active managers must / should fill the role of holding companies accountable to drive optimal performance in the economy
This mechanism is, however, imperfect, Differences in interests among investors Differences in time frames among investors
We should expect continued fighting over the role of the “noisy” investors More traditional, long-term investors are adopting (and adapting) active engagement techniques,
Increasing the volume of engagement activity Interests often more aligned with traditional view of corporate timeframes Motivations: Alpha generation; need to justify active management fees Query: Did Reg FD make traditional investors more willing to be critical of management?
Activism is here to stay
Page 9
Shareholder activism is prevalent and increasing
21% of S&P 500 companies faced some form of public activism in 2016, up from 12% in 2015
Source: Activist Insight
Activism in 2016 at S&P 500 Companies Publicly Subjected to Activist Demands in 2016 by Market Cap
As is widely acknowledged now, any company may have opinionated stockholders Large- and small-cap companies have been the subject of stockholder campaigns Even good stock performance does not make a company immune
The key driver of activists: is there a way to improve performance or the perception of the future?
Focus is often on strategy, operations, balance sheet, Board and M&A Engaged stockholders are serving the role previously played by merchant banks
Often extremely knowledgeable about the company Very invested in future outcomes Equipped with analytical tools that can outstrip even a well-meaning Board
18%
18%
27%
21%
16%
Large Cap
Mid Cap
Small Cap
Micro Cap
Nano Cap
21%
79%
Activism
No Activism
Page 10
Types of Activism
Despite notions that activism is mostly buyback focused, Board-related demands are more common
Source: Morrow Sodali
Activist campaigns are mostly focused on Board composition and Board governance matters Balance sheet activism is only slightly over 10% of announced campaigns, though companies and
media focus there
Board campaigns can be a proxy for complaints about strategy, management and capital allocation Boards with long average tenures are significantly more vulnerable to such claims Activists increasingly nominating industry executives, in addition to their own people, to Boards
Most recent technique is the precatory proposal, used successfully at eBay (and being used at Bob Evans)
Factors Leading to Shareholder Support of Activist Claims/Resolutions
12.5%
45%
50%
60%
12.5%
20%
23%
28%
75%
35%
27%
12%
Board not comprising necessary skills
Company not willing to engage withinvestors
Company disregarded previousshareholder opposition
Poor governance practices
Most Important Important Least Important
Source: Activist Insight
Principal topic of activist campaign
0%
10%
20%
30%
40%
50%
60%
Board-relatedactivism
M&A activism Balance sheetactivism
Operationalactivism
Other
2014 2015
Page 11
Outcomes: Activist Campaigns Are Often Successful
Increasingly successful at achieving settlements or outcomes desired
Activist campaigns are increasingly successful, in all parts of the world This is due to better targeting by activists and Boards that are less willing to fight Activists surveyed by FTI say that settling has become easier
The time period between the beginning of an activist campaign and a settlement is down significantly—from 146 days in 2013 to 60 days in 2016
Nevertheless, more fights in absolute numbers went to a final vote in 2016 than anytime since 2010
The UK continues to be a hot bed of successful activist activity The number of companies publicly subjected to activist demands jumped from 27 in 2015 to 43 in
2016, over half of which are successful
Source: Activist Insight
U.S. Proxy Contests: Outcomes of Definitive Filings
0%10%20%30%40%50%60%70%80%90%
100%
2013 2014 2015 2016
Dissident
Management
Management includes nomination withdrawals plus outright victory
Page 12
Activism Is Going Mainstream
Activist activity increasingly coming from mainstream institutional investors
Source: FactSet
Like many investing trends, activism started with a few specialized firms The investment style and approach professionalized over time Now, mainstream – even “long only” investors – are adopting the techniques and getting involved Recent examples include Neuberger Berman, T. Rowe Price and PAR Capital
Eventually, “activism” tactics will be part of the tool kit for all large institutional investors
This means every public company has “activists” in its shareholder base No longer can IR people “monitor” the shareholder list, looking for signs of an activist showing up
Campaigns by type of activist Global activist campaigns
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
2015 2016
Top 50
Other Known Activists
Inexperienced Activist
0
100
200
300
400
500
600
700
800
2013 2014 2015 2016
OtherShareholders
Known Activists
Page 13
Avoid Proxy Fights!
With the new reality of engaged investors, there are heightened reputational stakes for Board members
At base, most noisy campaigns challenge the judgment and composition of the Board Best solution, then, is to help put the company in a position to avoid a bout of disruptive activism
Moreover, proxy fights are more distracting and expensive than you imagine; they are to be avoided if at all possible
Hard to overstate the all-consuming nature of proxy fights;
CEO, CFO and a director(s) will spend substantial time Cost is often between $4-$6 million for a full campaign
Obviously, some fights are worth fighting, but remember the odds: companies very often lose and get stuck with the bill and distraction anyway
Page 14
Implications for Boards in Times of Peace
Forestalling or Discouraging Disruptive Activism
Ongoing Board refreshment, with a mix of tenures and experience / expertise Consider a target “average tenure” for your Board (7 years?) Be transparent about Board service policies, which can aid with director
retirements and recruiting Rare to find a well-composed, self-refreshing Board coming under
successful attack from an activist
Active, objective contemplation and analysis of alternatives (capital allocation, capital structure, strategy, operational plans, executive compensation, personnel)
“Go activist on yourself” Consider using a third-party to provide fresh input and objective thinking
Transparency to investors about the roads taken and the roads not taken Why did the company take a different path than peer companies? Be prepared to “defend” the choices made and the differences in
operating models, strategies or performance
Have a plan and a team ready Large working groups are often inefficient and produce average (i.e. not
great) results Choose specialists and have a leader you trust to provide strategy and
communications input
What are impediments to Board self evaluation and refreshment? Do Boards have sufficient resources to “know what an activist knows”?
Know What A Would-Be Activist Knows
How does the company’s performance compare with its peers? How do valuation metrics compare? Executive compensation programs?
What does the buyside (really) think of strategy and operational prowess?
What does the competition say and what do its leaders think are the company’s strengths and weaknesses?
What are the ways in which the incumbent directors and management are vulnerable, procedurally?
What guidance has the management team provided that proved too optimistic?
Page 15
Board Actions If an Activist Shows Up
The Board should be immediately informed; the challenge will ultimately be to the Board’s judgment Ensure the responsive team is in place and prepared; best if there is a designated board member on the team Profile the activist, but recognize the “small numbers” problem
Be cautious in assuming management knows the true feelings of the other shareholders In most cases, the activist has already spoken with most of your major shareholders; they likely know where people stand Shareholders are often more candid with one another than they are with the company
The management team should engage actively with would-be activists: understand the thesis and points of view At first, activists almost always appear friendly and express a desire to engage “constructively”; be skeptical Many times activists demand more time, attention and respect than they deserve; being gracious often pays off
Some activist investors have hair triggers and expect quick responses and feedback Company should be well advised and contemplate its approach and words carefully, depending on the activist
Often, the activist recommends things the company is already doing or contemplating Tricky “dance” to provide comfort around these efforts in the context of Reg FD
Ensure that one or more directors are designated or able to speak to investors should the need arise Many corporate advisors prefer to “hide” the directors; this strategy, though common, has serious risks Directors are the representatives of shareholders; they should be willing to meet with those whom they represent
Consider elements from an activist’s agenda that you can adopt, leaving the activist with fewer complaints and suggestions Activist investors often have reasonable ideas worth considering; be open to contemplating those ideas objectively The hardest “suggestions” usually are requests for board seats
A post-activist “defensive” appointment of new directors is not as good as proactive Board refreshment, but it is still better in many cases than remaining static with a composition that will be difficult to defend
Other key strategies here include: agreeing to a third party approved by both sides; agreeing to a plan of refreshment; appointing an alternative representative of stockholders
Page 16
If the Activist Goes Public With a 13D and/or Campaign
Early public moves and press releases will set the tone and shape the future, so contemplate them carefully Avoid “canned” press releases, tired canards and attacks on the activist
The capital markets are now sophisticated about activism and these tactics do not work; tailor the message Ultimately, substance will win; ad hominem attacks or pro forma pledges of fidelity to shareholders will not advance
the cause Shareholders will expect a substantive response to criticisms and suggestions
Respond on the merits, if you are going to speak to shareholders
Careful analysis of the shareholder base can prove critical in knowing how to shape the message and how to win votes So-called “stock surveillance” services can aid in watching trading to ensure management knows where the stock is Professionals responsible for voting at institutional investors are often not the portfolio managers and analysts that
management knows best
Make a director available to large shareholders, if they ask for meetings with Board members
Tactics from a bygone era are received poorly by shareholders and will be counter-productive Suing an investor is almost always a bad idea Adopting a pill, changing advance notice provisions and adopting other legal / constitutional changes to thwart a
shareholder are also generally a bad idea
Responses that work: Transparent, honest disclosures about the Board’s rationale for its decisions and actions Recognition of performance challenges, with a clear plan for fixing them Explanation of how value will be created with the current plan, capital structure, management and incentive structures Use the independent directors’ voice, especially if there is a strong history of board self-refreshment
Does your Board have a director that could sit with shareholders and explain strategy (and paths not taken), operational performance, executive compensation plan design, succession planning, etc.?
Page 17
Things NOT To Do
“A representative [of Ultratech’s CEO] … met with Nahum [of Neuberger Berman] to tell him that the CEO thought the portfolio manager was a ‘cockroach’ who was disrupting the company and should back off,
according to people familiar with the matter.” (Rueters, Nov. 4, 2016)
Result: Neuberger Berman then ran a proxy fight and won both available director seats
“The Board recently awarded themselves ‘supplemental’ pay to take on the ‘significant additional’ duties of reviewing the ‘capital plan and strategic initiatives’.”
(Clinton Group presentation regarding Wet Seal)
Result: Most of the Board was removed and replaced
“Stillwater Mining Co. CEO and lifelong Boy Scout Frank McAllister was presented with the Distinguished Citizen Award Thursday evening from the Boy Scouts of America”
(Stillwater Mining press release in midst of proxy fight)
Result: The Board pledged $10 million to the Boy Scouts and most of the directors were removed
“In its proxy materials, the Company compares its present performance alternatively to 2008, 2009, the "trailing twelve months" ending July 2012, August 2012, 2008 and 2011, 2008 and each year through 2013, as well as various
permutations of these periods.” (Clinton Group proxy fight letter in ValueVision Media fight)
Result: Most of the Board was removed and replaced
Interactive Case Study: Buffalo Wild Wings
Page 19
To present an increasingly common dilemma facing directors and managers at publicly-traded companies today
To examine all aspects of a recent activist campaign at Buffalo Wild Wings where Marcato Capital was seeking to control four director seats
To demonstrate the complexity of issues involved in a proxy campaign
To provide an action-learning experience through company and activist role-playing
Interactive Case Study: Buffalo Wild Wings
PURPOSE:
BACKGROUND & DISCUSSION STRUCTURE:
1. About Buffalo Wild Wings (BWLD) & Marcato Capital
2. Background to the activist campaign
3. Marcato’s activist investment thesis and public demands
4. What the BWLD board knows
5. Breakout assignments – plan development
6. Plenary session - lessons learned
Page 20
Vs.
Page 21 Page 21
Buffalo Wild Wings is an American casual dining restaurant and sports bar franchise with 1,250 restaurants in all 50 states, Canada and five other countries. Corporate headquarters are located in Minneapolis, Minnesota. • 51% Company Owned • 49% Franchised
Overview of Buffalo Wild Wings
Ticker: BWLD Recent Stock Price: $145 Revenue: $2.0 Billion Market Cap: $2.5 Billion Enterprise Value: $2.9 Billion
Top Shareholders Blackrock 9.5% Vanguard 7.7% Marcato 5.4% ClearBridge 4.5% Fidelity 3.8%
Page 22
Overview of Marcato Capital Management
Founded in 2010 by Mick McGuire Initially funded by Blackstone; approximately $1.4 billion in
AUM today Some passive value investing and fundamental shorting in
addition to activist positions Concentrated portfolio with 24 equity investments Buffalo Wild Wings is Marcato’s largest holding with
approximately $150 million invested
20 activist campaigns since inception Often working with other activists, including: Corvex, Trian,
Third Point and Pershing Square Regular demands include: return of capital, REIT conversion,
management changes Generally successful at obtaining some of its demands
Traditionally reluctant to run proxy fights 2 fights in the 6 years of existence; the 1st in 2013 was with
Lear Corp., settled for appointment of mutually acceptable director
NCR added McGuire to Board voluntarily Buffalo Wild Wings is first fight to go to a shareholder vote
Mick McGuire
Matt Hepler
Former Partner, Pershing Square Capital
Associate at two previous investment firms
Chairman of Borders (‘08-10) NCR Board (‘14-15)
AB, Econ., Princeton (1998) MBA, Harvard (2003)
MD, Red Mountain Capital (2015) MD, Relational Investors (‘08-15) Investment banker (‘02-08)
BS, Econ.., Wharton (2001)
Page 23
Before Marcato’s investment, both the Board and management team were in need of repair and the Company’s stock was stagnant o The average Board tenure was 13.5 years o The Board Chairman, committee compositions and committee chairpersons had not been changed o The Board lacked important industry and operational experience In early 2016 the Company’s CFO retired; CEO has been in place for 20+ years Despite outstanding stock price performance since the Company’s 2003 IPO (compounding at 24%
annually), BWLD stock has hovered around $150 per share since 2014
Background to the Activist Campaign
Avg. $150/share 2014 - 2017
Page 24
Background to the Activist Campaign
May 2016 Marcato informed BWLD it had a 3% ownership stake
June 2016 Marcato increased its ownership to 4.9% and delivered a presentation privately to management calling for (i) change in compensation practices, (ii) cost-savings actions, (iii) international expansion, (iv) increased debt leverage, and (v) immediate transition to a 90% franchise profile; BWLD Board reviewed Marcato’s presentation with its financial advisor.
July/Aug Several Board members begin engaging with Marcato; Financial advisors begin deep dive into 90% franchise model and profit improvement scenarios
When it first approached BWLD, Marcato claimed to have invested in the Company based on its belief that: Buffalo Wild Wings’ core restaurant business is a proven, differentiated concept that generates strong cash flow
with continued system growth potential There is significant share price underperformance driven by declining same-store sales and recent store
repurchases that earn a return below Buffalo Wild Wings’ cost of capital An opportunity to create substantial shareholder value exists by:
Transitioning to a 90% franchised model, which Marcato believes will improve returns and valuation multiple Accelerating international franchise growth Improving 4-wall margins with increased focus on unit economics Committing publicly to a disciplined capital allocation plan and optimizing BWLD’s capital structure through an
appropriate use of leverage Aligning executive compensation with returns on invested capital and total shareholder return
Page 25
MARCATO’S CLAIMS Over the next 4 Years…
1. …with 4 new Directors
2. …with a new CEO
3. EBIT margins can
improve from 7.3% to 26.9%
4. Franchise mix can go from 49% to 90%
5. Stock price will improve from $150 to $458 per share
Background to the Activist Campaign
Page 26
HOW DOES THE BOARD RESPOND TO THE THREAT OF A PROXY CONTEST WITH MARCATO? Below are several choices intended to help guide your discussion. Carefully consider the benefits and drawbacks associated with your choice (or combination of choices) and report back to the group. Choices include: A. Convince Marcato, using only publicly available information, that now is not the best time to sell units B. Convince Marcato that their cost-improvement and franchise math is wrong C. Move ahead with Board refreshment, appoint some new directors and accelerate the CFO search (with or without
Marcato’s input and involvement) D. Offer a Board seat or two to Marcato in hopes of “buying” peace (what else is the board willing to negotiate?) E. Seriously consider selling the Company, even though in cyclical trough F. Engage with other shareholders to get their views and support for the Company’s strategy, board and management G. Announce an operational improvement program to cut costs and drive revenue, using discounting or other techniques
to drive traffic, assuming they can be developed H. Modify governance provisions in a way to make it more difficult for Marcato to have outsized influence on the Board I. Pre-empt the activist:
Go public with a defense of the current management team, operating plan and strategy at an Investor Day Go public and criticize the activist’s analytical work and its reputation
J. Search for a “white squire” to take an investment in the company and endorse the Board, management team and plan
Company Assignment
Page 27
HOW DOES THE ACTIVIST PREPARE FOR EACH POTENTIAL MOVE?? Below are several things to consider. Discuss the implications associated with these and report back to the group. A. The Company’s annual meeting is 11 months away; the cost of running a full-blown proxy campaign through to a
shareholder vote could easily exceed $5 million.
B. If you don’t like what you hear from the Company, what should you do over the next 3-months, 6-months, 11-months?
C. Substantively, what is the most important thing to “win”? What strategy can you use to drive the company in that direction?
D. If the Company offers you something that is pretty good, but not completely what you think will drive maximum value,
will you compromise? What are the key considerations?
Activist Assignment
Page 28
1. The Company’s CFO retired in early 2016 and no replacement has been identified yet; other senior managers are examining opportunities elsewhere
2. The Board recognizes that new directors are needed and they have been actively looking; two leading candidates had to decline after their own companies intervened at the last minute, but other strong candidates are in the pipeline; Board has no restaurant operating experience and none of the candidates have any such experience either
3. The Company’s financial advisor believes Marcato’s refranchising math does not really work for various complicated reasons, and are concerned that the market for selling units is not robust enough
4. Marcato’s Principal (and director nominee) has a reputation of being stubborn and difficult; impossible to convince
5. The Quarter is not going well and wing prices (the key ingredient) continue to rise
6. Industry headwinds are strong: competition is stiff and customer traffic is down across the sector
7. Sports viewing is down, driven by a slow NFL season
8. Daily trading of BWLD stock has increased, but new investors are not yet known
What the Board Knows
Page 29
What the Activist Knows
1. The fund has been facing redemptions from its investors lately and is losing assets, affecting its revenue base
2. The fund has never run a proxy fight before, but this is something of a rite of passage for activist funds
3. The principal’s track record as a board member is not great – was the Chairman of Borders Group before it filed for bankruptcy and was on the NCR Board, but was difficult relationship. Would rather not highlight these past experiences
4. The fund is very confident of its analysis
5. The company is vulnerable given its current position – poor recent stock performance and long-tenured board – but these facts could change before the annual meeting date if the company makes changes or performs
6. Industry is hard and getting more competitive; unclear how the company will perform without intervention from the fund
7. Strongly believe the incumbent directors – none of whom have any restaurant experience – really like being on the Board and will seek to protect their incumbency
Page 30
What the Company Actually Did
• In August, the Fund and the Company meet privately
• Company has engaged an investment bank
• Company tries to convince the fund that its refranchising proposal is disadvantageous and has aggressive assumptions; the fund believes some of the analysis used has mistakes
• In October 2016, the Company announces: • the addition of 3 new directors:
• eBay executive
• CEO of CBS Radio
• CFO of Levi Straus
• the immediate retirement of 2 legacy directors
• BWLD announced the appointment of a new CFO
• In December, the company announces that it is rotating its Chairman and changing committee assignments and the Chairman of each committee
Page 31
Sequence of Events and What the Company Did
May 2016 Marcato informed BWLD it had a 3% ownership stake
June 2016 Marcato increased its ownership to 4.9% and delivered a presentation to management calling for (i) change in compensation practices, (ii) cost-savings actions, (iii) international expansion, (iv) increased debt leverage, and (v) immediate transition to a 90% franchise profile; BWLD Board reviewed Marcato’s presentation with its financial advisor.
July/Aug Board of Directors began engaging with Marcato; Financial advisors began deep dive into 90% franchise model
- Marcato began presenting its investment thesis at various investment conferences Oct 2016 - BWLD announced the addition of 3 new directors and the immediate retirement of 2 legacy directors
- BWLD announced the appointment of a new CFO
- Marcato issued an open letter to BWLD franchisees and launched a proxy solicitation website
Dec 2016 - Several board members and management met in-person and by phone with Marcato
- BWLD announced the appointment of a new Chairman and several new committee memberships
Jan 2017 - BWLD expanded its share repurchase program
- BWLD reported a weak Q4 and held its fiscal year earnings call
- Marcato formally nominated 4 directors to the board
Feb 2017 - BWLD offered a settlement which included Marcato representation on BWLD’s board; Marcato rejected the offer and said it was only interested if all four Marcato nominees are seated
- BWLD’s Governance Committee interviewed each of Marcato’s nominees
Page 32
Sequence of Events and What the Company Did
- Marcato issued a presentation documenting management and Board stock sales - BWLD’s independent association of franchise owners issued a press release supporting management
March 2017 - Marcato filed its preliminary proxy statement
- BWLD discuss potential settlement opportunities with Marcato but were unable to agree on terms
- BWLD announced the nomination of Janice Fields (former President of McDonalds USA) and Sam Rovit (a Marcato nominee); BWLD also announced two legacy directors will not be seeking re-election
- BWLD retained The Cypress Group to manage the Company’s franchise optimization initiative
April 2017 - Marcato proposed a settlement which included the addition of two directors - Sam Rovit (the mutual director nominee) and Mick Maguire from Marcato, and the replacement of the Company’s CEO.
- BWLD and Marcato filed definitive proxy statements and began soliciting votes for the June 2 annual meeting
May 2017 - ISS announced support for all 4 Marcato nominees
- Glass Lewis announced support for all BWLD director nominees
June 2, 2017 Annual Meeting
Timeline Continued from February 2017
Page 33
Conclusion
Spotlight Advisors, LLC
509 Madison Avenue, Suite 1608 New York, NY 10022
(212) 300-2475
Greg Taxin Managing Director
Damien Park Managing Director
Adrian Kingshott Managing Director
Gavin Solotar Managing Director