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AB Value-Radoff Group Modifies Slate at Rocky Mountain Chocolate Factory

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AB Value Management and Bradley Radoff, holding 17.6% of Rocky Mountain Chocolate Factory (NASDAQ: RMCF), propose to elect Mary Bradley to the Board of Directors at the Annual Meeting on August 18, 2022. Her experience in consumer brands, particularly with Godiva and Starbucks, is deemed essential for the company's turnaround. The group criticizes incumbent director Brett Seabert for his lack of relevant experience and claims his presence has contributed to significant value destruction. The election of Bradley aims to enhance board diversity and operational effectiveness.

Positive
  • Mary Bradley's experience in consumer brands and franchising could enhance strategic planning and operational practices.
  • The proposal focuses on adding a qualified director while removing an underqualified incumbent, potentially improving board effectiveness.
Negative
  • Brett Seabert's tenure is criticized for value destruction and lack of relevant experience, raising governance concerns.

Seeks to Elect Proven Corporate Leader Mary Bradley, Who Possesses Highly Additive Experience in Consumer Brands, Chocolate and Franchising

Urges Stockholders to Vote on BLUE Proxy Card to Elect Ms. Bradley to the Board at the 2022 Annual Meeting – Only Latest-Dated Vote Counts

WESTFIELD, N.J.--(BUSINESS WIRE)-- AB Value Management LLC and Bradley L. Radoff (together with their affiliates, the "AB Value-Radoff Group" or "we"), who own approximately 17.6% of the outstanding shares of Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) ("Rocky Mountain" or the "Company"), today announced that it has modified its slate and is now seeking to elect just one highly qualified and independent candidate – Mary Bradley – to the Company’s Board of Directors (the “Board”) at the 2022 Annual Meeting of Stockholders (the "Annual Meeting") scheduled for August 18, 2022. In connection with this decision, the AB Value-Radoff Group issued the following statement:

“After engaging with our fellow stockholders and taking into account Rocky Mountain’s most pressing needs, we have decided to seek the election of only Mary Bradley at the upcoming Annual Meeting. Ms. Bradley would bring exceptional experience in the consumer, chocolate and franchising sectors, expertise that is currently lacking in the boardroom. Her background at companies such as Godiva and Starbucks will enable her to bring operational and strategic planning best practices to a company that has been mired in dysfunction for far too long. The addition of one new independent director to the Board is also consistent with the latest settlement offer we communicated to the Company. We strongly believe that Ms. Bradley is the right director at the right time as Rocky Mountain embarks on a turnaround.

Further, we firmly believe Ms. Bradley is ideally suited to replace Brett Seabert, who is a conflicted and problematic director. The Company’s recent communications have done nothing to address our suspicion that Mr. Seabert is only on the Board because the Company’s prior Chief Executive Officer was his long-time friend and best man. Likewise, the Company does not seem to be able to defend his lack of discernible experience in corporate governance, consumer brands or franchising. The reality is Mr. Seabert is an underqualified director with meager stockholdings and a five-year record of presiding over sizable value destruction at Rocky Mountain. Given Chair Jeffrey Geygan’s well-documented public biographies that emphasize his expertise in a variety of financial areas, we assume he can fill Mr. Seabert’s role as a financial expert and Chair of the Audit Committee.

By focusing our efforts on electing Ms. Bradley, who is an objectively stellar nominee, we are aiming to provide stockholders with a simple choice: add a gender diverse director with fresh perspectives and ideal experience, while removing an incumbent director who lacks relevant experience and has overseen tremendous value destruction.”

VOTE THE BLUE PROXY CARD TODAY!

Saratoga Proxy Consulting

John Ferguson / Joe Mills, 212-257-1311

info@saratogaproxy.com

Longacre Square Partners

Greg Marose / Bela Kirpalani, 646-386-0091

gmarose@longacresquare.com / bkirpalani@longacresquare.com

Source: AB Value Management LLC and Bradley L. Radoff

FAQ

What is the purpose of the AB Value Management's proposal regarding RMCF?

AB Value Management seeks to elect Mary Bradley to the RMCF Board to enhance governance and operational strategy.

When is the RMCF Annual Meeting for stockholders?

The RMCF Annual Meeting is scheduled for August 18, 2022.

What percentage of RMCF shares does the AB Value-Radoff Group own?

The AB Value-Radoff Group owns approximately 17.6% of RMCF's outstanding shares.

Why is Mary Bradley considered a strong candidate for the RMCF Board?

Mary Bradley has significant experience in consumer brands and franchising from her roles at Godiva and Starbucks.

What criticisms does AB Value Management have of Brett Seabert?

AB Value Management criticizes Brett Seabert for being underqualified and contributing to value destruction at RMCF.

Rocky Mountain Chocolate Factory, Inc.

NASDAQ:RMCF

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