News Column

Bob Evans Shareholders Support Need for Change

August 26, 2014

Preliminary Results Show Substantially Refreshed Board of Directors; 7 of 12 New Board Members Have Joined Since April of 2014

Charter Amendment Allows for Significantly Enhanced Director Accountability

NEW YORK--(BUSINESS WIRE)-- Based on preliminary results provided by IVS Associates, Inc., Sandell Asset Management Corp. (“Sandell”), one of the largest shareholders of Bob Evans Farms, Inc. (“Bob Evans” or the “Company”), announced that four of its Director nominees – Doug Benham, Charles Elson, David Head and Michael Weinstein, have been elected to the Board of Directors (the “Board”) of Bob Evans. The election of these Director nominees, in addition to the three new Board members who were added in April of 2014 and subsequently re-elected, means a total of seven members out of the 12-member Board have been added since April. This constitutes a new majority and reflects a significant change in the overall composition of the Company’s Board of Directors.

With the addition of these four new Directors, Bob Evans can now benefit from the experience and insight provided by this remarkable assortment of professionals. Doug Benham and David Head both bring extensive restaurant operating experience, which includes serving as Chief Executive Officers at restaurant chains Arby’s and O’Charley’s, respectively. Charles Elson is one of the foremost authorities on corporate governance issues in the United States and has significant boardroom experience at companies undergoing significant transition, such as HealthSouth and Circon, among others. Michael Weinstein has created tremendous value for shareholders during his time as President and COO of A&W Brands as well as Chief Executive Officer of Triarc Beverage Group (Snapple Beverage Group), where he successfully orchestrated the purchase of Snapple for $300 million and its subsequent sale three years later for $1.5 billion.

Tom Sandell, CEO of Sandell Asset Management, stated: “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. 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. It is now time for all the Directors on the Board to work in a cohesive and expeditious manner to unlock the significant value embedded at the Company and implement the many operational improvements that are needed at Bob Evans. We look forward to having an ongoing constructive dialogue with the Company and fully expect the entire Board of Directors to embrace the highest standards of corporate governance.”

Underscoring the significant support from Bob Evans shareholders is the fact that three of Sandell’s nominees received votes representing approximately 13.6 million shares, or almost 60% of the Company’s total shares outstanding, which is significantly more than the approximate 9.3 million average shares voting for the Company’s nominees who were elected. The vote differential between the fifth nominee Sandell expected to be elected and Bob Evans’ Chairman and CEO Steven Davis was only approximately 181,000 shares, and the differential between the fifth Sandell nominee and Lead Independent Director Michael Gasser only approximately 132,000 shares. Given these slim margins, Sandell intends to actively review the voting data in order to confirm the validity of these preliminary results.

Among other matters voted on at the Annual Meeting, Sandell is pleased that the amendment to Article Twelfth of the Company’s Charter was approved by approximately 84% of the Company’s total shares outstanding. With the passage of this amendment, any Director may be removed from the Company’s Board with or without cause by a simple majority of the shares outstanding. Because shareholders of Bob Evans have the ability to act by written consent, any shareholder has the ability to solicit consent for the removal of one, some, or the entire Board of Directors at any time, not just at the Company’s annual meeting. 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.

About Sandell Asset Management Corp.

Sandell Asset Management Corp. is a leading private, alternative asset management firm specializing in global corporate event-driven, multi-strategy investing with a strong focus on equity special situations and credit opportunities. Sandell Asset Management Corp. was founded in 1998 by Thomas E. Sandell and has offices in New York and London, including a global staff of investment professionals, traders and infrastructure specialists.




Sandell Asset Management Corp.

Adam Hoffman, 212-603-5814

or

MacKenzie Partners, Inc.

Dan Burch or Larry Dennedy, 212-929-5500

or

Sloane & Company

Elliot Sloane, 212-446-1860 or Dan Zacchei, 212-446-1882


Source: Sandell Asset Management Corp.


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Source: Business Wire


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