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

Page 14 of 15 – SEC Filing

It is clear that, in providing this information, management’s intent was to inhibit or delay our communications with other shareholders.  In this regard, it does not appear to be a mere coincidence that the information that management is refusing to provide us is also that which would facilitate such communications.  In particular, the Company’s response included neither a list of Non Objecting Beneficial Owners (“NOBO”) nor any information obtained from the Depository Trust Company (“DTC”).  This is information that is easy to generate on a rolling basis as we have requested.  It’s not much harder than pushing a button.  And doing so would cost the Company nothing as we have committed to cover the expense.

If management’s true intent was to allow Marcato to communicate with other BWW shareholders, it would have provided all of the information requested in our August 22^nd letter, including:

·	Contact information that was omitted in the Company’s response (e.g., telephone numbers) with respect to each record holder and employee plan (a “Plan”) participant;

·	Dates on which each record holder became a holder of record of shares;

·	Name, business address and telephone number of the Plan’s trustee or administrator;

·

Detailed explanation of the voting treatment of (A) shares of Company stock (“Stock”) for which a trustee or administrator receives instructions from Plan participants and (B) shares of Stock for which either the trustee or administrator does not receive instructions or shares of Stock which are outstanding in any such Plan but are unallocated to any participant;

·

Complete record or list of the holders of Stock and respondent banks (and their email addresses) who have elected to receive electronic copies of proxy materials with respect to meetings of stockholders of the Company pursuant to Rule 14a-16(j)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”);

·

All information in possession or control of the Company or any of its transfer agents, registrars or proxy solicitors, or which can reasonably be obtained from DTC, brokers, dealers, banks, clearing agencies, voting trustees or their respective nominee, concerning the names, addresses, telephone numbers and number of shares of Stock held by the participating brokers and banks named in the individual nominee names of Cede & Co., specifically with respect to Cede & Co., the daily DTC Security Position Reports, or other similar depositories or nominees, including respondent bank lists, all omnibus proxies and related respondent bank proxies and listings issued pursuant to Rule 14b-2 under the Exchange Act;

·	All information in or that comes into the Company’s or its transfer agents’, registrars’ or proxy solicitors’ possession or control, or that can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trustees or their respective nominee (including