13D Filing: Marcato Capital Management and Buffalo Wild Wings Inc (BWLD)

This amendment No. 12 to Schedule 13D (this “Amendment No. 12”), amends and supplements the Schedule 13D (the “Initial 13D”) filed on July 25, 2016 (the Initial 13D and, as amended and supplemented through the date of this Amendment No. 12, collectively the “Schedule 13D”) with respect to the Common Stock, no par value (the “Shares”), of Buffalo Wild Wings, Inc., a Minnesota corporation (the “Issuer”). Capitalized terms not defined in this Amendment No. 12 shall have the meaning ascribed to them in the Initial 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

Item 4 of the Initial 13D is hereby supplementally amended as follows:

The Issuer’s 2017 Annual Meeting of Shareholders was held on June 2, 2017 ( the “2017 Annual Meeting”). According to preliminary voting results from the 2017 Annual Meeting announced by the Issuer, Marcato nominees Scott Bergren, Richard T. McGuire III and Sam B. Rovit were elected to the Board of Directors of the Issuer at such meeting. Marcato issued a press release regarding the 2017 Annual Meeting on June 2, 2017. The press release is attached hereto as Exhibit U and is incorporated herein by reference.

Exhibit A:  Joint Filing Agreement*
Exhibit B:  Schedule of Transactions in Shares*

Exhibit C:  Letter, dated August 17, 2016*

Exhibit D:  Presentation, dated August 25, 2016*

Exhibit E:  Schedule of Transactions in Shares*

Exhibit F:  Joinder Agreement*

Exhibit G:  Presentation, dated October 5, 2016*

Exhibit H:  Schedule of Transactions in Shares*

Exhibit I:  Letter, dated October 13, 2016*

Exhibit J:  Letter, dated December 6, 2016*

Exhibit K:  Schedule of Transactions in Shares*

Exhibit L:  Notice, dated February 6, 2017

Exhibit M:  Press Release, dated February 6, 2017*

Exhibit N:  Form of Engagement and Indemnification Agreement*

Exhibit O:  Schedule of Transactions in Shares*

Exhibit P:  Joint Filing Agreement, dated February 16, 2017*

Exhibit Q:  Press Release and Letter, dated April 20, 2017*

Exhibit R:  Presentation, dated April 20, 2017*

Exhibit S:  Schedule of Transactions in Shares*

Exhibit T: Schedule of Transactions in Shares*

Exhibit U: Press Release, dated June 2, 2017

*   Previously filed.

BUFFALO WILD WINGS SHAREHOLDERS ELECT MARCATO NOMINEES

SCOTT BERGREN, SAM ROVIT AND MICK MCGUIRE TO THE BOARD

San Francisco – June 2, 2017 – Marcato Capital Management LP (“Marcato”), a San Francisco-based investment manager which manages funds that beneficially own approximately 9.9% of the outstanding common shares of Buffalo Wild Wings, Inc. (NASDAQ: BWLD) (“Buffalo Wild Wings” or the “Company”), today announced that based on proxies submitted to the independent Inspector of Election for Buffalo Wild Wings’ 2017 Annual Meeting of shareholders, preliminary results indicate that BWLD shareholders have elected Marcato’s nominees Scott Bergren, Sam Rovit and Mick McGuire to the BWLD Board.

Mick McGuire, Managing Partner of Marcato, said, “We are very pleased that our fellow BWLD shareholders recognize that additional change on the Board is warranted to return Buffalo Wild Wings to a path of growth and long-term value creation. We will bring the fresh perspectives, restaurant industry expertise and oversight the BWLD Board needs to spearhead improvements at the Company. Scott, Sam and I are eager to roll up our sleeves, and work closely with the incumbent directors to drive a strategy to make Buffalo Wild Wings a winning company again.”

Marcato was advised by Cadwalader, Wickersham & Taft LLP and Dorsey & Whitney LLP on legal matters.

Media:

Jonathan Gasthalter/Nathaniel Garnick/Amanda Klein

Gasthalter & Co.

(212) 257-4170

Investors:

Scott Winter/Larry Miller

Innisfree M&A Incorporated

(212) 750-5833