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     110  0 Kommentare Leading Proxy Advisory Firms, Institutional Shareholder Services and Glass Lewis, Both Recommend Shareholders Vote on the Concerned Shareholders of Rocky Mountain’s Blue Proxy Card

    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 14.70% of the outstanding shares of Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) (the “Company”), today acknowledged that Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), each a leading proxy advisory firm advising institutional investors, has provided significant validation of the need for change on the Company’s Board of Directors (the “Board”) in connection with 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”), to be held on October, 6, 2021.

    ISS has recommended its clients vote on the BLUE proxy card to elect each of the Concerned Shareholders of Rocky Mountain’s candidates—Andrew T. Berger, Mark Riegel, Sandra Elizabeth Taylor and Rhonda J. Parish—and for the group’s proposal to redeem any poison pill previously issued and to abstain from adopting or extending future any poison pill absent shareholder approval within the previous 12 months (the “Poison Pill Redemption Proposal”). Glass Lewis also recommended that shareholders vote for Mr. Riegel and Ms. Taylor, and for the Poison Pill Redemption Proposal on the BLUE proxy card.

    Important statements by ISS and Glass Lewis in their voting recommendations include:1

    Underwhelming Stock and Operational Performance Warrant Change

    • “There are virtually no bright spots to speak of at the Company, from share price or operational performance, to Company strategy, or acquisition strategy...” 2
    • “In sum, the Company’s TSR has fallen behind the broader market over almost every period, except since the beginning of the dissident’s current campaign, and the Company’s income metrics and margins are on a multi-year slide, even when measured in the pre-pandemic period.” 2
    • “…the Board has reiterated many of the same strategic priorities and objectives for several years, yet to little effect in terms of actual improved performance or returns for shareholders.” 3

    The Board has Taken a Defensive, Haphazard Approach to Governance

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    Leading Proxy Advisory Firms, Institutional Shareholder Services and Glass Lewis, Both Recommend Shareholders Vote on the Concerned Shareholders of Rocky Mountain’s Blue Proxy Card 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 14.70% of the outstanding shares of …