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Cosi Board Of Directors Ignores Request For Special Shareholder Meeting Proposed By BLUM Growth Fund

Stocks in this article: COSI

He also served as Board Director for five years at Darden Restaurants, the largest casual dining restaurant company in the world. Mr. Blum later served as CEO and Board Director of Burger King Corporation and CEO, Board Director and part owner of Romano's Macaroni Grill, representing 10% of the company.

The Cosi Board of Directors ignored each of the three proposals officially submitted by BLUM Growth Fund. The last was filed with the SEC, and made public to shareholders.

The Board of Directors to date has not responded to the January and October proposals. The 23-page September proposal was apparently never reviewed by the entire Board of Directors prior to it being rejected out of hand.

The Board has chosen to further reduce the Cosi company’s limited cash position by paying law firms to help prolong the tenure of the Board Directors and is currently retaining an executive search firm to identify CEO candidates, speaking to people inside the company and outside the company. Additionally, the Board has chosen to maintain each Director at their current level of compensation.

The Directors have recently appointed another member to the Cosi Board at an additional salary to the company, one who heads a private equity firm. In 2007, he worked with other current Cosi Board Directors to sell a distressed restaurant company at a low price, which caused its current shareholders to lose much of their investments.

The Board is looking to appoint additional Board Directors at additional salaries. The current Board has imposed staggered board elections, making a change in Directors more difficult. Shareholders have expressed concern that it seems no one is focused on running the company and turning around its operational performance.

The Board is presumably prepared to pay its next CEO a major salary, recognizing that the former CEO’s compensation totaled $845,000 in the previous year, with more than $500,000 being paid in cash salary. The BLUM Growth Fund proposal alone could kickstart Cosi in the first year with savings of over one million dollars.

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