Business
Rocky Mountain Chocolate Factory Reaffirms Its Prior Offer To Settle Proxy Fight Now That AB Value Has Reduced Its Nominees to One
DURANGO, CO / ACCESSWIRE / July 22, 2022 / Rocky Mountain Chocolate Factory, Inc. (NASDAQ:RMCF) (the "Company" or "RMCF"), an international franchiser and
About this update from Rocky Mountain Chocolate Factory, Inc.
[{"type":"text","content":"DURANGO, CO / ACCESSWIRE / July 22, 2022 / Rocky Mountain Chocolate Factory, Inc. (NASDAQ:RMCF) (the \"Company\" or \"RMCF\"), an international franchiser and manufacturer of gourmet chocolates and other confectionary products, publicly reaffirms its good faith settlement offer, originally made privately to AB Value two weeks ago, and requests that the AB Value and Bradley Radoff group (\"AB Value\") act in the best interests of all stockholders by accepting the Board's offer to add AB Value's remaining, sole nominee to the Board and ceasing its costly, disruptive proxy fight, its third in four years.On July 9, 2022, the Board proposed to AB Value a settlement offer that provides for: (1) an increase in the size of the Board to seven directors; (2) the appointment of one of AB Value's nominees to the Board (subject only to such nominee agreeing to an interview with the Board as part of the Board's exercise of its duties); (3) a commitment to re-nominate that AB Value nominee in 2023; (4) a $600,000 reimbursement of AB Value's expenses; and (5) AB Value's agreement to a customary standstill to not run another proxy contest in 2023 and to dismiss AB Value's lawsuit seemingly instigated in support of their 2021 proxy contest, which AB Value has made no attempt to pursue other than as a negotiating chip.On July 20, 2022, AB Value announced that they will now only seek the election of one nominee. In less than three months, AB Value has gone from a proxy access nomination of a single nominee, to six nominees, to a reduced slate of two nominees and now just one nominee.AB Value's latest nominee change now makes the Board's prior settlement offer even more sensible and thus even more in the best interests of all stockholders. The Board's prior offer would result in their sole nominee being added to the Board. As to the proposed customary standstill provision preventing yet another AB Value proxy contest in 2023, the Board's proposal would result in three of the seven directors on the Board having been originally selected by AB Value, seemingly obviating the need for AB Value to run its fourth proxy contest in five years in 2023.Finally, the Board's offer has the benefit of retaining Mr. Seabert, who is an audit committee financial expert and a certified public accountant (CPA) with over three decades of experience in business managemen...