Concerned Shareholders of Rocky Mountain Comment on the Board’s Last-Minute Attempt to Circumvent the Shareholder Franchise

Rhea-AI Summary

Concerned Shareholders of Rocky Mountain, holding 14.59% of outstanding shares in Rocky Mountain Chocolate Factory (NASDAQ: RMCF), criticize the Board's decision to reduce its size from seven to six seats just weeks before the 2021 Annual Meeting. They argue this move reflects mismanagement and an attempt to entrench control. The shareholders are urging others to vote for their candidates using the BLUE proxy card to ensure better governance. They highlight ongoing poor governance practices, including a history of resistance to shareholder interests and lack of transparency.

Positive

• Concerned Shareholders propose highly qualified candidates for Board election.

Negative

• Board's reduction of seats raises concerns about governance and shareholder disenfranchisement.
• History of poor corporate governance practices, including delaying meetings and lack of shareholder engagement.

 Believes Announced Board Contraction Raises Substantial Questions About Mismanagement, Entrenchment and Fiduciary Duties

Vote the BLUE Card to Elect the Concerned Shareholders of Rocky Mountain’s Director Candidates

WESTFIELD, N.J.--(BUSINESS WIRE)-- AB Value Management LLC, collectively with its affiliates (“AB Value”), and the other participants in this solicitation (collectively, the “Concerned Shareholders of Rocky Mountain”) representing approximately 14.59% of the outstanding shares of Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) (the “Company”), today remarked on the Company’s latest entrenchment maneuver—a reduction to the size of its Board of Directors (the “Board”) approximately two weeks before the Company’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”).

The Concerned Shareholders of Rocky Mountain were startled to learn that the Board decided to shrink the number of Board seats up for election from seven to six in reaction to the recent vacancy created by Mary Kennedy Thompson’s resignation from the Board. The group strenuously objects to the Board’s unilateral decision approximately two weeks before the annual shareholder vote. The Concerned Shareholders of Rocky Mountain believe that, facing a potential loss of an incumbent majority of director seats, the Board chose desperation over proper governance. The Board should have waited for the shareholders, the true owners of the Company, to vote at the 2021 Annual Meeting and decide what should happen with the vacant seat.

“We cannot comprehend how a self-described ‘best-in-class’ Board can justify cutting the number of director seats up for contested election, particularly just about two weeks away from the 2021 Annual Meeting,” commented Andrew T. Berger, Managing Member of AB Value. “We believe that despite the Board’s excuse for its decision, shareholders know the likely real reason and motivation— preventing the Concerned Shareholders of Rocky Mountain from winning Board seats.”

This latest decision seems to continue the Company’s long history of poor corporate governance practices, which include: a) willingness to deploy extreme measures such as delaying the annual meeting date and requiring a court order to restrict further postponement, b) maintaining a ten-year poison pill without shareholder approval, and then failing to include its removal on the most recent proxy, c) administering questionable compensation governance and oversight as evidenced by consistent low vote support, and d) adopting a reluctant and reactionary approach to board refreshment which has been sparingly achieved through shareholder settlements and strategic partnership agreements. Given this history, we believe that the incumbent Board hopes to find a director supportive of its side and likely avoid the accountability associated with having highly-qualified independent directors that prioritize shareholders’ interests and resist the status quo.

Inconsistent with the Company’s claims of “good faith engagement with AB Value,” the Company never reached out to the Concerned Shareholders of Rocky Mountain to see if one of their nominees would agree to serve on both slates when a vacancy was created. The Concerned Shareholders of Rocky Mountain are perplexed as to why the Board did not ask to include one of the group’s four highly-qualified nominees, particularly after acknowledging that at least one of the group’s nominees, Mark Riegel, was among the finalists previously and “seriously considered” by the Special Committee of the Board. The Concerned Shareholders of Rocky Mountain believe that the only thing shareholders can know for sure from the Company’s recent calls for “refreshment” and newfound commitment to governance is that the Company wants the Board, and not shareholders, to decide who leaves and who joins the Board.

Ultimately, this Board contraction tactic disenfranchises shareholders and is a poor substitute compared to the option of genuine, immediate change. We strongly encourage shareholders to act now and vote FOR the Concerned Shareholders of Rocky Mountain’s four candidates—Andrew T. Berger, Mark Riegel, Sandra Elizabeth Taylor and Rhonda J. Parish—on the BLUE proxy card and discard any white proxy card received from the Company.

Important Additional Information

AB Value Partners, LP and AB Value Management LLC, Andrew T. Berger, Bradley Radoff, Rhonda J. Parish, Mark Riegel, and Sandra Elizabeth Taylor (collectively, the “Participants”) have filed a definitive proxy statement and an accompanying BLUE proxy card with the SEC to solicit proxies from shareholders of the Company for use at the 2021 Annual Meeting. THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Such proxy materials are available at no charge on the SEC’s website at http://www.sec.gov. In addition, the Participants in this proxy solicitation will provide copies of the proxy statement without charge, upon request. Requests for copies should be directed to the Participants’ proxy solicitor.

Certain Information Regarding the Participants

The Participants in the proxy solicitation are: AB Value Partners, LP, AB Value Management LLC, Andrew T. Berger, Bradley Radoff, Rhonda J. Parish, Mark Riegel, and Sandra Elizabeth Taylor. As of the date hereof, AB Value Partners, LP directly owns 224,855 shares of common stock, $0.001 par value per share of the Company (“Common Stock”). As of the date hereof, AB Value Management LLC directly owns 235,334 shares of Common Stock. As of the date hereof, Mr. Radoff directly owns 433,624 shares of Common Stock. As of the date hereof, none of Mr. Berger, Ms. Parish, Mr. Riegel, or Ms. Taylor directly own any shares of Common Stock.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210920005945/en/

John Glenn Grau

InvestorCom LLC

(203) 295-7841

Source: Concerned Shareholders of Rocky Mountain

FAQ

What is the concern regarding the Board of Directors of RMCF?

The Concerned Shareholders of Rocky Mountain criticize the Board for reducing its size from seven to six seats two weeks before the 2021 Annual Meeting, suggesting it reflects mismanagement and attempts to avoid a shareholder vote.

Why are the Concerned Shareholders urging a vote for their candidates?

They believe their candidates will prioritize shareholders' interests and improve corporate governance at RMCF.

What governance issues has RMCF faced?

RMCF's Board has a history of poor governance practices, including delaying annual meetings, maintaining a poison pill without approval, and a lack of transparency in Board matters.

What is the BLUE proxy card related to RMCF?

The BLUE proxy card is used by the Concerned Shareholders to solicit votes for their nominated candidates, encouraging shareholders to reject the Board's white proxy card.