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ISS Does Not Recommend Turning Control Of Bob Evans Board Over To Sandell Nominees

Stocks in this article: BOBE

Contrary to Sandell Press Release Headline, ISS Recommended Only Four of Sandell's Nominees

Egan-Jones Endorses Election of ALL Company Nominees to Board

NEW ALBANY, Ohio, Aug. 8, 2014 (GLOBE NEWSWIRE) -- Bob Evans Farms, Inc., (Nasdaq:BOBE) today announced that Institutional Shareholder Services ("ISS") did not recommend that Bob Evans stockholders turn control of the Board over to nominees of Sandell Asset Management. Contrary to the heading in Sandell's press release of earlier today, ISS recommended that stockholders vote for only four of Sandell's nominees out of 12 Board seats. By voting the WHITE proxy card to elect the Board's nominees, stockholders can affirmatively reject Sandell's efforts to give control of the Board over to his hand-selected nominees. We strongly urge stockholders to ensure that Sandell's nominees do not gain Board control by submitting their voting instructions on the WHITE proxy card " FOR ALL" of the Company's nominees to the Board.

The Board's recommendation is supported by independent proxy advisor Egan Jones, which recommended that investors vote FOR ALL of the Board's nominees, saying that doing so "is in the best interest of the Company and its shareholders."

Commenting on the ISS recommendation, Michael Gasser, Lead Independent Director, said: "We are pleased that ISS has not supported Sandell's efforts to turn majority control of the Board over to Sandell's nominees, though we disagree with ISS's recommendation concerning the four Sandell nominees. And we are pleased that Egan-Jones has endorsed all 10 of the Board's director nominees.

"We believe that our nominees represent a highly qualified slate with a balance of new and experienced members, and that our operational and strategic plan is the best way to create sustainable value for our stockholders. And we believe that electing the Board's 10 nominees using the WHITE proxy card – which will also result in two vacant seats being filled by nominees proposed by Sandell – is the best way to serve the interests of ALL stockholders, ensuring effective oversight and continuing open-minded, consideration of the Company's strategy."

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