NEW ALBANY, Ohio, Aug. 26, 2014 (GLOBE NEWSWIRE) -- Bob Evans Farms, Inc., (Nasdaq:BOBE) today announced that, based on the preliminary results reported by IVS Associates, Inc., the independent Inspector of Elections ("Inspector") appointed for the Company's August 20, 2014 Annual Meeting, eight incumbent nominees of the Bob Evans Board, and four nominees proposed by Sandell Asset Management, were elected to the Company's 12-member Board at the Annual Meeting. The four Sandell nominees elected includes those elected to fill the two seats that had been left vacant by the Board following the retirement of two directors immediately prior to the 2014 Annual Meeting. "The Board of Directors of Bob Evans welcomes the new directors and looks forward to their insights as the Board continues to serve the best interests of the Company and all Bob Evans stockholders," said Steven A. Davis, Chairman and Chief Executive Officer of Bob Evans. "We appreciate the support, input and feedback that we have received from our stockholders over the past several months. We look forward to a smooth integration of our newest directors into the Board, as we continue to subject our financial and strategic plans to rigorous review to enhance value for all stockholders." Based on the preliminary results, the following nominees have been elected to the new Board: Douglas N. Benham, Steven A. Davis, Charles M. Elson, Michael J. Gasser, Mary Kay Haben, David W. Head, Kathleen S. Lane, Eileen A. Mallesch, Larry S. McWilliams, Kevin M. Sheehan, Michael F. Weinstein and Paul S. Williams. Bob Evans also announced the preliminary results for the other proposals presented at the Annual Meeting, based on the preliminary report of the Inspector. The stockholders approved amendments to the Company's Restated Certificate of Incorporation ("Charter") and the Amended and Restated By-laws (the "Bylaws").
The amendments to the Charter were:
- Article Twelfth of the Company's Charter was amended to permit stockholders to remove directors by a majority vote of the common stock outstanding.
- Article Thirteenth of the Company's Charter was amended to permit stockholders to amend Article Twelfth governing director removal by a majority vote of the common stock outstanding.
- Section 2.05 of the Company's Bylaws was amended to permit holders of at least 25% of the common stock outstanding to request that the Company call a special meeting.
- Section 3.13 of the Company's Bylaws was amended to permit stockholders to remove directors by a majority vote of the common stock outstanding.
- Section 8.01 of the Company's Bylaws was amended to permit stockholders to amend any provision of our Bylaws by a majority vote of the common stock outstanding.
CONTACT: Scott C. Taggart Vice President, Investor Relations (614) 492-4954