Buffalo Wild Wings Inc (BWLD): Marcato Capital Sends Letter to Board Expressing Dissatisfaction With Management

Page 12 of 15

Page 12 of 15 – SEC Filing
image00027.jpg
October 13, 2016
Board of Directors
Buffalo Wild Wings, Inc.
5500 Wayzata Boulevard, Suite 1600
Minneapolis, MN  55416
Attn:  Sally Smith
Dear Members of the Board:
As you know, on August 22nd Marcato submitted a standard and routine request for shareholder list materials so that we may communicate with our fellow shareholders of Buffalo Wild Wings, Inc. (the “Company or “BWW”).  Unfortunately, the Company has still not complied with its obligations under Minnesota law, as the vast majority of the requested information – and virtually all useful requested information – remains outstanding.  We are hopeful that management will agree to provide the remaining information promptly and without any further waste of Company resources.
We are troubled by the lengths to which management has gone in an apparent attempt to thwart our communications with other shareholders and have no doubt that our fellow shareholders will find management’s behavior as disconcerting as we do.  We were further troubled to hear of your decision on October 6th to appoint three new directors to the Company’s board, a decision made unilaterally and without consultation with the Company’s shareholders.  These new appointments were clearly intended to create the false impression of meaningful change, but without actual engagement in constructive dialogue with shareholders.  These actions are an unfortunate continuation of the Company’s pattern of entrenchment, obfuscation and poor decision making.  Accordingly, we are writing this letter to alert you and our fellow shareholders of the Company’s obstructionist behavior in the hope that you will instruct management to immediately put an end to it.
It has now been more than seven weeks since Marcato—a 5.2% stakeholder in BWW—requested a limited amount of information for the purpose of communicating with fellow shareholders.  As I’m sure you know, Marcato has an unassailable right under Minn. Stat. § 302A.461 to receive this information.  Other public companies routinely provide such information to shareholders without question or delay when presented with similar requests.  This is in fact the very same information that BWW is already using itself—we are merely seeking to have a “level playing field” with the Company. It should not take nearly two months to produce.
The Company initially refused to acknowledge that Marcato owned any BWW shares.  Specifically, Company counsel stated that the Schedule 13D which we filed with the U.S. Securities and Exchange Commission on August 17, 2016, a copy of which was enclosed with our request, was “insufficient to demonstrate that any particular entity was a shareholder of

Follow Buffalo Wild Wings Inc (NASDAQ:BWLD)

Page 12 of 15