Sandell Asset Management Corporation (“Sandell”), one of the largest shareholders of Bob Evans Farms, Inc. (“Bob Evans” or the “Company”), today announced that Institutional Shareholder Services (ISS), a leading independent proxy voting advisory firm, has recommended that Bob Evans shareholders vote on the GOLD proxy card.
To follow the ISS recommendation, Bob Evans shareholders “DO NOT VOTE” on the Company’s white proxy card.
In reaching its conclusion, ISS acknowledged the serious lack of oversight and accountability demonstrated by the Bob Evans Board. ISS performed a detailed analysis of both sides’ positions and carefully considered, among other things, the Company’s total shareholder return, operating performance and financial performance, as well as the strong experience and qualifications of Sandell’s nominees. ISS concluded that shareholders should vote on the GOLD proxy card , saying:
“In aggregate, the dissident has made a compelling case - based on the board's lack of responsiveness to long-term trends in operating weakness and underperformance; its willingness to accept external challenges beyond the reach of management as the root cause of poor performance even as evidence mounted that peers, facing similar external challenges, were successfully addressing them; and worrisome signals of a malleable sense of good corporate governance within the boardroom itself - that change at the board level is necessary.""It seems inordinately wise, then, to draw on some of the deep industry experience offered by nominees from the dissident slate. Benham and Head, with deep operating experience but distinctive backgrounds, appear particularly well-suited...The potential to better structure the business itself so that it optimizes for shareholder value - as through a sale/leaseback arrangement, for example - rather than for managerial peace of mind, suggests Osborne's perspective would also be beneficial on a reconstituted board.” Tom Sandell, CEO of Sandell Asset Management, said, “This conclusion from ISS supports our contention that change is needed at Bob Evans in order to deliver value to all shareholders. We are pleased that ISS agrees that Bob Evans needs fresh, truly independent and highly-qualified Board members who are able to bring new perspectives and ideas to the Company. We remain convinced that comprehensive change is needed at Bob Evans and that our entire slate of Nominees is the best choice to deliver it. We look forward to continuing to make our case to shareholders in advance of the Annual Meeting.”