Vintage Capital Management has called on Red Robin Gourmet Burgers to convene a special meeting. The activist wants to replace five directors following the company’s failure to commence the strategic review it demanded last week.
The 11.5% shareholder said in a Wednesday letter that it was “dismayed” by the board’s “unwillingness to pursue a transparent and fulsome review of strategic alternatives” and felt compelled to requisition a special meeting to replace the majority of the board in order to speed up the review process.
The company said it will “carefully review” Vintage’s request and reply in due course. “Red Robin’s board comprises established industry leaders with deep operational, financial, leadership and marketing expertise, among other skillsets, that align with the company’s strategic plan to position Red Robin for significant, sustained stockholder value creation and long-term success. The board is composed of seven directors, six of whom are independent and all of whom are actively engaged and committed to enhancing stockholder value,” the company said in a statement.
A week ago, the activist said it was prepared to participate in the auction process and tabled a $40 per share offer to acquire the company in an all-cash transaction. The activist’s offer carries a 57% premium to the unaffected share price.
Vintage noted that it may withdraw its meeting request if the company announces and commits to a “robust” strategic review by the end of the month, adding that a proxy contest is not its desired avenue but that it had to “pursue this path to ensure the board acts in the best interest of stockholders.”
Among the anticipated proposals to be considered at the requisitioned meeting, the activist advanced motions regarding its right to name the replacements for five targeted directors, repeal any bylaw amendment made until the special meeting, and order the board to “explore any and all strategic alternatives,” including the sale of the company, a Wednesday regulatory filing revealed.
Vintage disclosed an 8.5% stake in the restaurant chain in May and crossed the 10% threshold a month later. The company’s share price lost nearly a quarter in value between the two activist disclosures.
In a move to shield a nil-premium takeover, Red Robin adopted a poison pill that prevents small shareholders from crossing the 10% ownership threshold and limits those holding above 10% from boosting their stakes. The rights agreement allows passive investors to buy up to 20% without suffering dilution of their interest.
The restaurant chain is in the middle of a CEO search and is reviewing its franchising mix and real estate portfolio, undertakings further complicated by the activist’s campaign.
Shares in Red Robin are up nearly 20% since the start of 2019.