Buffalo Wild Wings, Inc. announced Janice L. Fields and Sam B. Rovit have been nominated to stand for election, joining Cynthia L. Davis, Andre J. Fernandez, Harry A. Lawton, J. Oliver Maggard, Jerry R. Rose, Harmit J. Singh and Sally J. Smith, as part of the company’s slate of director nominees at the Company's 2017 Annual Meeting of Shareholders (“Annual Meeting”). Mr. Rovit was originally nominated by Marcato Capital Management LP, one of the company’s shareholders.
In addition, James M. Damian and Michael P. Johnson have informed the company of their intention to retire from the Board, effective at the Annual Meeting. Mr. Damian has served as a director since 2006 and had previously served as Chairman of the Board. Mr. Johnson has served as a director since 2006. If the company’s slate of directors is elected at the Annual Meeting, the Buffalo Wild Wings Board will comprise nine directors, eight of whom will be independent and five of whom will have tenure of less than one year.
Ms. Fields will bring over 35 years of restaurant and leadership experience to the Buffalo Wild Wings Board. Ms. Fields has previously served as the President of McDonald’s USA, LLC, a subsidiary of McDonald’s Corporation, the world’s leading global foodservice retailer, from 2010 to 2012. During this time she was responsible for the strategic direction and overall business results of the 14,000 McDonald’s restaurants in the United States. Ms. Fields was executive vice president and the chief operating officer of McDonald's USA from 2006 to 2010. In her senior roles at McDonald’s, Ms. Fields identified the opportunity and led the development of the McCafe beverage menu, creating a $5 billion business, secured franchisee support for a renovation program, reformulated Happy Meals to improve nutritional content and was the executive in charge of competitive assessment, strategic planning and relationships with 2,600 franchisees. Ms. Fields serves on the boards of Monsanto and Chico’s FAS, Inc. Ms. Fields has been named to Forbes’ list of The World’s 100 Most Powerful Women, Fortune’s 50 Most Powerful Women in Business list, The Wall Street Journal’s 50 Women to Watch list, and Crain’s Chicago Business’ list of 25 Women to Watch.
Mr. Rovit is a seasoned executive with over 20 years of experience in the food services industry. He has built and led consumer retail brands, and managed and serviced complex manufacturing supply chains. Since 2015, Mr. Rovit has served as Chief Executive Officer and Director of CTI Foods, a leading provider of custom food solutions to major chain restaurants and food manufacturers. Previously, Mr. Rovit worked at Kraft Foods where he was responsible for managing iconic brands such as Oscar Mayer, Lunchables and Claussen Pickles. Before that, Mr. Rovit served as Kraft’s EVP Strategy, President of Planters Nuts, and President and CEO of Swift & Company. Mr. Rovit also served as Partner and Director at Bain & Company, Inc. where he led the firm’s Global Mergers & Acquisitions Practice from 2000-2005.
“We are pleased to nominate Jan Fields and Sam Rovit for election to serve as new independent directors to the Buffalo Wild Wings Board,” says Jerry Rose, chairman of the board of Buffalo Wild Wings. “Jan and Sam are both distinguished and highly respected executives with deep restaurant and food services experience, and we look forward to benefitting from their expertise as we continue to execute on our strategic initiatives to drive growth and create value for all of our shareholders. The nomination of Jan and Sam, respectively, along with the additions of Andre Fernandez, Hal Lawton and Harmit Singh, who joined the Board in October 2016, demonstrates our commitment to enhancing Buffalo Wild Wings’ governance practices through Board refreshment.”
Mr. Rose says, “On behalf of the entire Board of Directors, I want to express our sincere thanks to Michael and James for their years of service and dedication to Buffalo Wild Wings. We are extremely grateful for their exceptional leadership and numerous contributions to the company’s growth and success, and wish them the best.”
Andre Fernandez, Chair of the Buffalo Wild Wings Governance Committee, added, “We have been engaged in the process of identifying new directors as part of our focus on ensuring that the Board has the appropriate balance of skills and expertise, including restaurant, food service, consumer marketing and financial experience. During this process, one of our shareholders nominated Sam as part of its proposed slate of directors. As always, we are open to qualified candidates, and as part of our rigorous review, we held numerous discussions with Sam and determined that his nomination for election was in the best interests of the company and all shareholders. Similarly, we determined that Jan would bring important perspective to the Board given her decades of restaurant leadership experience and proven track record in developing and successfully implementing value-creating initiatives at the highest level of the industry.”
Buffalo Wild Wings intends to file its preliminary proxy statement with the U.S. Securities and Exchange Commission (the "SEC") shortly.
Lazard Ltd is serving as financial advisor and Faegre Baker Daniels is serving as legal adviser to the company.
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