Concerned Shareholders of Rocky Mountain Remind Shareholders to Follow the Recently Reaffirmed Endorsement of ISS by Voting the BLUE Card Today “FOR” All Four of Their Highly-Qualified Nominees and “FOR” the Poison Pill Redemption Proposal

Rhea-AI Summary

The Concerned Shareholders of Rocky Mountain, represented by AB Value Management, own approximately 14.70% of Rocky Mountain Chocolate Factory's shares and are urging fellow shareholders to vote for their nominees—Andrew T. Berger, Mark Riegel, Sandra Elizabeth Taylor, and Rhonda J. Parish—via the blue proxy card. The group promotes governance reforms and supports a proposal to prevent any poison pill from being adopted without shareholder approval. Both Institutional Shareholder Services and Glass Lewis recommend shareholders vote in favor of the Concerned Shareholders' nominees, citing the need for change.

Positive

• Concerned Shareholders of Rocky Mountain represent 14.70% of outstanding shares, indicating significant support.
• Institutional Shareholder Services and Glass Lewis recommend voting for Concerned Shareholders' nominees.

Negative

• Current Board's last-minute decision to terminate the poison pill could imply risk in governance.

Urges Shareholders to Vote Today “FOR” All Four of the Concerned Shareholders of Rocky Mountain’s Highly-Qualified Nominees — Andrew T. Berger, Mark Riegel, Sandra Elizabeth Taylor and Rhonda J. Parish

WESTFIELD, N.J.--(BUSINESS WIRE)-- AB Value Management LLC (collectively with its affiliates, “AB Value”), and the other participants in this solicitation (collectively with AB Value, the “Concerned Shareholders of Rocky Mountain”) representing approximately 14.70% of the outstanding shares of Rocky Mountain Chocolate Factory, Inc. (the “Company”), remind shareholders to vote the BLUE card today:

• “FOR” the Concerned Shareholders of Rocky Mountain’s slate of highly-qualified candidates, consisting of Andrew T. Berger, Rhonda J. Parish, Mark Riegel, and Sandra Elizabeth Taylor. They have the experience and qualifications to implement positive change and best-in-class corporate governance at the Company; and

• “FOR” the “Poison Pill Redemption Proposal” to request that the Company’s Board of Directors (the “Board”) not adopt or extend any poison pill, unless submitted to a shareholder vote within 12 months of such adoption or extension.

Both Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co. have recognized the need for change at the Company and recommended that shareholders vote the BLUE proxy card and, despite the Board’s desperate last-minute decision to terminate the Company’s shareholder-unfriendly poison pill following AB Value’s years of advocating for its redemption, ISS reaffirmed its recommendation in favor of the Concerned Shareholders of Rocky Mountain.¹

The Concerned Shareholders of Rocky Mountain urge shareholders to follow the recommendations of ISS and vote today “FOR” the Concerned Shareholders of Rocky Mountain’s four highly qualified, independent nominees—Andrew T. Berger, Mark Riegel, Sandra Elizabeth Taylor and Rhonda J. Parish—and “FOR” the Poison Pill Redemption Proposal on the BLUE proxy card today 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 Company’s 2021 Annual Meeting of Shareholders. 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 October 4, 2021, 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 October 4, 2021, AB Value Management LLC beneficially owns 460,189 shares of Common Stock. As of October 4, 2021, Mr. Radoff directly owns 440,021 shares of Common Stock. As of October 4, 2021, none of Mr. Berger, Ms. Parish, Mr. Riegel, or Ms. Taylor directly own any shares of Common Stock.

____________________________

¹ ISS Report, dated October 4, 2021.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211005005788/en/

John Glenn Grau

InvestorCom LLC

(203) 295-7841

Source: Concerned Shareholders of Rocky Mountain

FAQ

What is the deadline for voting the blue proxy card for RMCF?

Shareholders should vote the blue proxy card today to ensure their voices are heard.

Who are the nominees supported by the Concerned Shareholders of RMCF?

The nominees are Andrew T. Berger, Mark Riegel, Sandra Elizabeth Taylor, and Rhonda J. Parish.

What does the Poison Pill Redemption Proposal entail for RMCF?

It aims to prevent the Company’s Board from adopting poison pills without shareholder approval within 12 months.

How much of RMCF's shares do the Concerned Shareholders hold?

The Concerned Shareholders represent approximately 14.70% of the outstanding shares.

What is the significance of ISS and Glass Lewis's recommendation for RMCF shareholders?

Their recommendation highlights a recognized need for change in the company's governance.