UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| Rocky Mountain Chocolate Factory, Inc. |
(Name of Registrant as Specified In Its Charter)
AB VALUE PARTNERS, LP
AB VALUE MANAGEMENT LLC
BRADLEY RADOFF
ANDREW T. BERGER
RHONDA J. PARISH
MARK RIEGEL
SANDRA ELIZABETH TAYLOR
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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AB Value Partners, LP, AB Value Management LLC (together with AB Value Partners, LP, “AB Value”), Bradley Radoff, Andrew T. Berger, Rhonda J. Parish, Mark Riegel and Sandra Elizabeth Taylor filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission on September 13, 2021, to be used to solicit votes for the election of their slate of highly-qualified director nominees at the 2021 annual meeting of shareholders (including any other meeting of shareholders held in lieu thereof, and adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation, and for the approval of a business proposal to be presented at the Annual Meeting.
On September 27, 2021, AB Value issued a press release, a copy of which is filed as Exhibit 1.
Also on September 27, 2021, AB Value issued supplemental slides to its investor presentation previously filed with the Securities and Exchange Commission on September 21, 2021. A copy of the supplemental slides are filed herewith as Exhibit 2.
Leading Proxy Advisory Firms, Institutional
Shareholder Services and Glass Lewis, Both
Recommend Shareholders Vote on the Concerned Shareholders of Rocky Mountain’s Blue Proxy
Card
ISS Affirms Concerns of Entrenchment at Rocky Mountain Chocolate Factory
Glass Lewis Confirms Long-Term Underperformance of the Company
Vote on the BLUE Proxy Card Today for the Concerned Shareholders of Rocky Mountain’s Highly Qualified Candidates
WESTFIELD, N.J.--(BUSINESSWIRE)--AB Value Management LLC, collectively with its affiliates (“AB Value”), and the other participants in this solicitation (collectively, the “Concerned Shareholders of Rocky Mountain”) representing approximately 14.70% of the outstanding shares of Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) (the “Company”), today acknowledged that Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), each a leading proxy advisory firm advising institutional investors, has provided significant validation of the need for change on the Company’s Board of Directors (the “Board”) in connection with 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”), to be held on October, 6, 2021.
ISS has recommended its clients vote on the BLUE proxy card to elect each of the Concerned Shareholders of Rocky Mountain’s candidates—Andrew T. Berger, Mark Riegel, Sandra Elizabeth Taylor and Rhonda J. Parish—and for the group’s proposal to redeem any poison pill previously issued and to abstain from adopting or extending future any poison pill absent shareholder approval within the previous 12 months (the “Poison Pill Redemption Proposal”). Glass Lewis also recommended that shareholders vote for Mr. Riegel and Ms. Taylor, and for the Poison Pill Redemption Proposal on the BLUE proxy card.
Important statements by ISS and Glass Lewis in their voting recommendations include:1
Underwhelming Stock and Operational Performance Warrant Change
| ● | “There are virtually no bright spots to speak of at the Company, from share price or operational performance, to Company strategy, or acquisition strategy...” 2 |
| ● | “In sum, the Company’s TSR has fallen behind the broader market over almost every period, except since the beginning of the dissident’s current campaign, and the Company’s income metrics and margins are on a multi-year slide, even when measured in the pre-pandemic period.” 2 |
| ● | “…the Board has reiterated many of the same strategic priorities and objectives for several years, yet to little effect in terms of actual improved performance or returns for shareholders.” 3 |
1 Permission to quote from the ISS and Glass Lewis reports was neither sought nor obtained.
2 ISS Report, dated September 29, 2021.
The Board has Taken a Defensive, Haphazard Approach to Governance
| ● | “The Board’s decision to reduce its size to six members after Thompson’s resignation is a defensive maneuver antithetical to the accommodation of the dissident’s candidates. A more confident and compromise-seeking Board would have offered this seat to a nominee from the dissident slate, which could have been a step in the direction that Thompson had hoped the parties to take. The Board’s maneuver can be viewed as a signal that it is currently unwilling to countenance a compromise with the dissident, even for a single Board seat.” 2 |
| ● | “…the Board formed a special committee that can only be called gaffe-ridden and irregular, citing advice of advisors as justification for their creation of the committee and ignoring of the shareholder proposal.” 2 |
| ● | “To be sure, we recognize that AB Value’s involvement appears to have had a positive impact when it comes to improved governance practices and Board refreshment.” 3 |
Concerned Shareholders of Rocky Mountain Candidates are Best Positioned to Lead the Company Forward
| ● | “…the only way that shareholders can protect against their candidates’ marginalization on a reconstituted Board is to support the entire dissident slate.” 2 |
| ● | “The dissident has assembled nominees with the industry-relevant, ESG, legal, and other skills in Riegel, Taylor, and Parish that the Company needs to take the next step away from a founder-led enterprise to a professionally managed company.” 2 |
| ● | “We recommend RMCF shareholders support the election of …Mark Riegel and [Sandra] Taylor, who we consider are the most qualified candidates on the dissident’s slate, given their collective experience in packaged foods, confection companies, consumer-facing businesses, branding, and on other public company board.” 3 |
The Board has Refused to Allow Shareholders a Say on the Longstanding Poison Pill
| ● | “The Company has ignored a shareholder proposal to give it feedback on a poison pill that has its origins in the previous century…” 2 |
| ● | “…shareholders should be troubled that the Board has chosen to keep silent regarding a fundamental and contentious issue of corporate governance and can legitimately question the Board’s interest in receiving public feedback from shareholders, even in the form of a non-binding poll.” 2 |
| ● | “…the proposal will allow shareholders to have a say on the Company’s existing long-term poison pill, for which we believe little justification may exist. Accordingly, we believe that the terms of this proposal are reasonable and that adoption of this proposal would benefit shareholders.” 3 |
Both ISS’ and Glass Lewis’ analyses clearly support the Concerned Shareholders of Rocky Mountain’s contentions that change is necessary to provide accountability to shareholders and ensure improved operational and governance practices. We believe that the Concerned Shareholders of Rocky Mountain have the right highly-qualified, independent candidates that can enact the type of change needed to secure the best outcome for all shareholders.
3 Glass Lewis Proxy Paper, dated September 24, 2021.
Important Additional Information
AB Value Partners, LP and AB Value Management LLC, Andrew T. Berger, Bradley Radoff, Rhonda J. Parish, Mark Riegel, and Sandra Elizabeth Taylor (collectively, the “Participants”) have filed a definitive proxy statement and an accompanying BLUE proxy card with the SEC to solicit proxies from shareholders of the Company for use at the 2021 Annual Meeting. THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Such proxy materials are available at no charge on the SEC’s website at http://www.sec.gov. In addition, the Participants in this proxy solicitation will provide copies of the proxy statement without charge, upon request. Requests for copies should be directed to the Participants’ proxy solicitor.
Certain Information Regarding the Participants
The Participants in the proxy solicitation are: AB Value Partners, LP, AB Value Management LLC, Andrew T. Berger, Bradley Radoff, Rhonda J. Parish, Mark Riegel, and Sandra Elizabeth Taylor. As of September 23, 2021, AB Value Partners, LP directly owns 224,855 shares of common stock, $0.001 par value per share of the Company (“Common Stock”). As of the date hereof, AB Value Management LLC beneficially owns 460,189 shares of Common Stock. As of the date hereof, Mr. Radoff directly owns 440,021 shares of Common Stock. As of the date hereof, none of Mr. Berger, Ms. Parish, Mr. Riegel, or Ms. Taylor directly own any shares of Common Stock.
Contacts
John Glenn Grau
InvestorCom LLC
(203) 295-7841
