Proxy Advisor Backs Four Activist Board Nominees at Bob Evans

NEW YORK (The Deal) -- In a partial blow to Bob Evans Farms (BOBE), proxy advisory firm Institutional Shareholder Services  on Friday recommended that shareholders support four of eight dissident director nominees put forth in a bid to take control of the family restaurant chain by activist investor Sandell Asset Managementp.

The split ISS vote may have an impact since the New York-based activist investor is seeking to elect eight dissident director nominees on the New Albany, Ohio-based company's 12-person board at its Aug. 20 annual meeting. Shareholder backing to install four dissidents would only put Sandell's candidates in the minority on the board while support for all eight would put the dissident in control. The recommendation is important because institutional investors often consider it as a key factor in determining how to vote on proxy contests. Nevertheless, another key issue will be how the other major proxy advisory firm, Glass, Lewis & Co. LLC, recommends shareholders to vote. Glass Lewis is expected to release its report early next week.

ISS recommended in favor of Charles Elson, chief of the University of Delaware's Center for Corporate Governance, as well as Doug Benham, former president of Arby's Restaurant Group Inc. and David Head, the former president of O'Charley's Inc. and Annelise Osborne, a senor credit officer at Moody's Investors Service Inc.

"As the dissident has made a compelling case that change to the board is necessary to improve its oversight of operations, strategy, and asset and capital utilization, as well as its alignment with shareholders, votes on the GOLD dissident proxy card FOR dissident nominees Benham, Head, Osborne, and Elson are warranted," ISS said in a report obtained by The Deal.

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