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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 - Seite 2

    • “The Board’s decision to reduce its size to six members after Thompson’s resignation is a defensive maneuver antithetical to the accommodation of the dissident’s candidates. A more confident and compromise-seeking Board would have offered this seat to a nominee from the dissident slate, which could have been a step in the direction that Thompson had hoped the parties to take. The Board’s maneuver can be viewed as a signal that it is currently unwilling to countenance a compromise with the dissident, even for a single Board seat.” 2
    • “…the Board formed a special committee that can only be called gaffe-ridden and irregular, citing advice of advisors as justification for their creation of the committee and ignoring of the shareholder proposal.” 2
    • “To be sure, we recognize that AB Value’s involvement appears to have had a positive impact when it comes to improved governance practices and Board refreshment.” 3

    Concerned Shareholders of Rocky Mountain Candidates are Best Positioned to Lead the Company Forward

    • “…the only way that shareholders can protect against their candidates’ marginalization on a reconstituted Board is to support the entire dissident slate.” 2
    • “The dissident has assembled nominees with the industry-relevant, ESG, legal, and other skills in Riegel, Taylor, and Parish that the Company needs to take the next step away from a founder-led enterprise to a professionally managed company.” 2
    • “We recommend RMCF shareholders support the election of …Mark Riegel and [Sandra] Taylor, who we consider are the most qualified candidates on the dissident’s slate, given their collective experience in packaged foods, confection companies, consumer-facing businesses, branding, and on other public company board.” 3

    The Board has Refused to Allow Shareholders a Say on the Longstanding Poison Pill

    • “The Company has ignored a shareholder proposal to give it feedback on a poison pill that has its origins in the previous century…” 2
    • “…shareholders should be troubled that the Board has chosen to keep silent regarding a fundamental and contentious issue of corporate governance and can legitimately question the Board’s interest in receiving public feedback from shareholders, even in the form of a non-binding poll.” 2
    • “…the proposal will allow shareholders to have a say on the Company’s existing long-term poison pill, for which we believe little justification may exist. Accordingly, we believe that the terms of this proposal are reasonable and that adoption of this proposal would benefit shareholders.” 3

    Both ISS’ and Glass Lewis’ analyses clearly support the Concerned Shareholders of Rocky Mountain’s contentions that change is necessary to provide accountability to shareholders and ensure improved operational and governance practices. We believe that the Concerned Shareholders of Rocky Mountain have the right highly-qualified, independent candidates that can enact the type of change needed to secure the best outcome for all shareholders.

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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 - Seite 2 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 …