The Two Leading and Most Influential Proxy Advisory Firms
Recommend Shareholders Vote on the GOLD
Proxy Card to Elect Sandell Nominees
Glass Lewis Takes Rare Step of Supporting Majority of
To follow the ISS and Glass Lewis recommendations, Bob Evans shareholders “DO NOT VOTE” on the Company’s white proxy card.
“We encourage everyone to disregard the Company’s increasingly desperate tactics, which in our opinion reflect nothing more than hollow rhetoric, and instead focus on the value to be unlocked at Bob Evans with a reconstituted Board committed to positive change. We look forward to continuing to make our case to shareholders in advance of the Annual Meeting.”
In reaching their conclusions, both ISS and Glass Lewis acknowledged the serious lack of oversight and accountability demonstrated by the Bob Evans Board over a significant period of time. ISS and Glass Lewis each performed a detailed analysis of Sandell’s and management’s positions and carefully considered, among other things, the Company’s total shareholder return, operating and financial performance, as well as the strong experience and qualifications of proposed Director nominees.
In its recent report, Glass Lewis stated:
“In this case, we believe the Dissident has identified areas of concern, from a performance, operations and governance perspective, and presented a compelling plan to address the Company’s shortcomings and to help direct Bob Evans towards the enhancement of shareholder value.”
“The Dissident has nominated a number of well-qualified director candidates, who, in our view, appear capable of addressing the issues that have plagued Bob Evans. Therefore, we believe shareholders should take advantage of the opportunity presented through the Dissident’s nomination to support the election of six of its nominees, each with deep and relevant experience, which we believe will help lead to potentially superior outcome for Bob Evans shareholders.”
Both ISS and Glass Lewis focused on the Company’s poor governance track record, with ISS saying:
“There is clear and compelling evidence the board could use a stronger sense of why corporate governance matters, and what distinguishes good corporate governance from empty formalism...(
ISS’s report also states:
“Shareholders should consider more broadly whether the board's track record on governance is entirely reassuring. In particular, the board's willingness to restore a supermajority vote standard – which an astonishing 80.4 percent of outstanding shares, voting on a proposal sponsored and recommended by the very same board, no less, had just agreed should be eliminated – suggests that meaningful boardroom change would be prudent.”
Glass Lewis also noted the need for change at the Board level to improve governance at Bob Evans:
“In light of the foregoing discussion regarding the Company’s operating deficiencies and chronic underperformance relative to peers, we’re inclined to believe that changes are warranted among Bob Evans’ current leadership team.”
“We believe that
For additional information, please visit www.RefreshBobEvans.com.
SANDELL ASSET MANAGEMENT CORP., CASTLERIGG MASTER INVESTMENTS LTD., CASTLERIGG INTERNATIONAL LIMITED, CASTLERIGG INTERNATIONAL HOLDINGS LIMITED, CASTLERIGG OFFSHORE HOLDINGS, LTD., CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT FUND, LTD., CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT INTERMEDIATE FUND, L.P., CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT MASTER FUND, LTD., CASTLERIGG ACTIVE INVESTMENT FUND, LTD., CASTLERIGG ACTIVE INVESTMENT INTERMEDIATE FUND, L.P., CASTLERIGG ACTIVE INVESTMENT MASTER FUND, LTD., PULTENEY STREET PARTNERS, L.P. AND
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED BY SANDELL ASSET MANAGEMENT CORP. WITH THE SEC ON