The Buffalo Wild Wings Board of Directors encourages all shareholders to protect their investments by voting the YELLOW proxy card "FOR" the election of all nine of the Board's experienced and highly-qualified director nominees: Cynthia L. Davis, Andre J. Fernandez, Janice L. Fields, Harry A. Lawton, J. Oliver Maggard, Jerry R. Rose, Sam B. Rovit, Harmit J. Singh and Sally J. Smith.In its detailed presentation, Buffalo Wild Wings also demonstrates:
- Buffalo Wild Wings Has Delivered Superior Value to Shareholders.
- The company has delivered a total shareholder return of 1754% since its 2003 IPO, well in excess of casual dining peers. 1 Over the last one-, three- and five-year periods, the company's stock has outperformed the median performance of its casual dining peers.
- Buffalo Wild Wings has consistently outperformed its peers on almost every operational and financial metric, such as restaurant-level margins and profit growth.
- Buffalo Wild Wings Is Successfully Executing Its Unique Strategy Driven by Innovation, Differentiation and Financial Discipline.
- Buffalo Wild Wings has positioned itself uniquely in the casual dining sector and continues to innovate to appeal to sports fans, millennials and families, while driving revenue growth and prudently managing costs.
- Buffalo Wild Wings continuously evaluates its restaurant assets and ownership mix based on a number of factors, and has recently decided to sell approximately 80 company-owned units to maximize shareholder value.
- Buffalo Wild Wings is optimizing its capital structure and has returned a substantial amount of cash to shareholders.
- Buffalo Wild Wings Is Taking Proactive Steps in Response to the Current Operating Environment.
- The Company has undertaken key sales initiatives including takeout and delivery offerings, loyalty programs, single day events and enhancing its lunch programs.
- Restaurant level costs are being reduced through a continued focus on cost of goods sold, labor operations, operating expenses and occupancy costs.
- Buffalo Wild Wings' ongoing initiatives will generate $40-$50 million of annual savings by the end of 2018.
- Buffalo Wild Wings Has the Right Board and Leadership and Compensation Is Aligned with Shareholder Interests.
- Over the past 18 months, the company has substantially refreshed its Board and management team and now has one of the lowest tenured Boards in all of casual dining.
- The company's executive compensation programs have been overwhelmingly supported by shareholders and align management's incentives with the creation of shareholder value.
- Marcato's Criticisms Are Unfounded, and Certain Proposals are Reckless and Would Be Damaging to Buffalo Wild Wings' Future.
- The company has engaged extensively with Marcato and has reviewed its critiques and suggestions thoroughly, with the assistance of outside financial advisors.
- Marcato has offered no plan for operating Buffalo Wild Wings differently, except that Marcato believes that the company should sell nearly all its restaurants to franchisees. Marcato's analysis for this proposal is based on numerous false, unrealistic and unproven assumptions, as described more fully in the investor presentation.
- Marcato's Nominees, Other than Sam Rovit, Would Not be Helpful Additions to the Buffalo Wild Wings Board.
- One of the Marcato nominees has grossly exaggerated his professional biography, sought to benefit personally from Marcato's actions and has separately expressed doubts about the impact of Marcato's plans for Buffalo Wild Wings.
- Buffalo Wild Wings considered carefully Marcato's other nominees, determined to nominate one of them to the Board and concluded that the other nominees lacked unique skills and proven track records.
- Marcato is seeking to remove every independent director who has served on the company's Board for more than eight months. If Marcato is successful, the Board would be left without critical institutional knowledge.
If you have any questions or require any assistance with voting your shares, please contact the company's proxy solicitor listed below:
|MacKenzie Partners, Inc.|
|105 Madison Avenue|
|New York, New York 10016|
|Call Collect: (212) 929-5500|
|Toll-Free (800) 322-2885|
Important InformationBuffalo Wild Wings, Inc., its directors and certain of its executive officers and employees are participants in the solicitation of proxies from Buffalo Wild Wings shareholders in connection with its 2017 annual meeting of shareholders to be held on June 2, 2017. Information concerning the identity and interests of these persons is available in the definitive proxy statement Buffalo Wild Wings filed with the SEC on April 20, 2017. Buffalo Wild Wings has filed a definitive proxy statement in connection with its 2017 annual meeting. The definitive proxy statement, any amendments thereto and any other relevant documents, and other materials filed with the SEC concerning Buffalo Wild Wings are (or will be, when filed) available free of charge at http://www.sec.gov and http://ir.buffalowildwings.com. Shareholders should read carefully the definitive proxy statement and any other relevant documents that Buffalo Wild Wings files with the SEC when they become available before making any voting decision because they contain important information. 1 Source: Company filings and FactSet. Note: Market data as of April 28, 2017. BWLD became publicly traded on November 21, 2003. Casual dining peers index represents median total shareholder return of the peer set. BBRG, BLMN, CHUY, TXRH and IRGT included as of respective IPO date. California Pizza Kitchen and PF Chang's data included until buyouts in July 2011 and July2012, respectively. Casual dining peers include BBRG, BJRI, BLMN, CAKE, California Pizza Kitchen, CBRL, CHUY, DENN, DIN, DRI, EAT, IRGT, PF Chang's, RRGB, RT and TXRH.