Welcome!

News Feed Item

Bob Evans Farms Announces Bylaw Amendments

NEW ALBANY, Ohio, Jan. 28, 2014 /PRNewswire/ -- Bob Evans Farms, Inc. (NASDAQ: BOBE) announced today that the Board of Directors has amended the Company's Bylaws to, among other things,

  • lower the voting threshold required for stockholders to amend most provisions of the Bylaws from 80% to a majority vote of the holders of the common stock outstanding. The sole exception to the majority vote standard would be those provisions that required an 80% stockholder vote for amendment pursuant to the Bylaws as last amended by the stockholders at the 2011 Annual Meeting. As described below, the Board intends to propose to stockholders to eliminate these exceptions at the 2014 Annual Meeting;
  • eliminate the concept of "continuing directors" and the corresponding restrictions on the Board from taking certain actions, including calling and making a proposal at a special meeting, filling vacancies on the Board and recommending removal of a director, without the consent of "continuing directors;" and  
  • eliminate provisions that would prohibit a director-nominee from receiving compensation, reimbursement or indemnification from any person other than the Company in connection with service as a director of the Company.

The Company also said that, as part of the Board's succession planning, a search process for additional independent directors has been underway since August 2013, with the assistance of an independent search firm retained by the Board's Nominating and Corporate Governance Committee.  The Company expects that process to result in at least one, and up to three, new independent directors joining the Board at or prior to the Company's 2014 Annual Meeting.

In addition, the Company said that it intends to propose a number of governance changes to be voted on by stockholders at the 2014 Annual Meeting, including:

  • an amendment of the Company's Certificate of Incorporation to allow stockholders to remove one or more directors with or without cause by a majority vote of the holders of the common stock outstanding, instead of  the current 80% requirement;
  • an amendment of the Company's Bylaws to allow stockholders to amend all provisions of the Bylaws by a majority vote of the holders of the common stock outstanding instead of the 80% requirement that remains applicable to certain provisions following today's amendments by the Board to restore the text of these provisions as approved by stockholders in 2011; and
  • an amendment of the Company's Bylaws to permit stockholders to call special meetings by the holders of 25% of the outstanding stock, instead of the current requirement of a majority of the outstanding stock.

"Our Board is committed to the highest corporate governance standards and believes that these amendments to our Bylaws and proposed other governance changes will serve the best interests of all stockholders," said Steven A. Davis, Chairman and CEO of Bob Evans.  

"As part of our continuing effort to ensure exceptional leadership at Bob Evans, the Nominating and Corporate Governance Committee, along with its independent director search firm, has been and will continue diligently to search for and identify outstanding new candidates as independent directors.  These qualified individuals will further strengthen our Board and will contribute to our ongoing transformational growth initiatives at Bob Evans Restaurants and BEF Foods," said Michael Gasser, Lead Independent Director of the Board.   

The amended and restated Bylaws will be filed with the Securities and Exchange Commission by the Company in a Current Report on Form 8-K.

About Bob Evans Farms, Inc.

Bob Evans Farms, Inc. owns and operates full-service restaurants under the Bob Evans Restaurants brand name.  At the end of the second fiscal quarter (October 25, 2013), Bob Evans Restaurants owned and operated 561 family restaurants in 19 states, primarily in the Midwest, Mid-Atlantic and Southeast regions of the United States.  Bob Evans Farms, Inc., through its BEF Foods, Inc. segment, is also a leading producer and distributor of refrigerated side dishes, pork sausage and a variety of refrigerated and frozen convenience food items under the Bob Evans and Owens brand names.  For more information about Bob Evans Farms, Inc., visit www.bobevans.com.

Forward-Looking Statements

Certain statements in this news release that are not historical facts are forward-looking statements.  Forward-looking statements involve various important assumptions, risks and uncertainties.  Actual results may differ materially from those predicted by the forward-looking statements because of various factors and possible events.  We discuss these factors and events, along with certain other risks, uncertainties and assumptions, under the heading "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended April 26, 2013, and in our other filings with the Securities and Exchange Commission.  We note these factors for investors as contemplated by the Private Securities Litigation Reform Act of 1995.  Predicting or identifying all such risk factors is impossible.  Consequently, investors should not consider any such list to be a complete set of all potential risks and uncertainties.  Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect circumstances or events that occur after the date of the statement to reflect unanticipated events.  All subsequent written and oral forward-looking statements attributable to us or any person acting on behalf of the Company are qualified by the cautionary statements in this section.

Additional Information and Where You Can Find It

The Company, its directors and certain of its executive officers are participants in the solicitation of stockholders in connection with the matters raised by Sandell Asset Management and its affiliates ("Sandell").  The Company may file a preliminary consent revocation statement (the "Consent Revocation Statement") with the Securities and Exchange Commission (the "SEC") in connection with a solicitation of consents by Sandell.  Information regarding the names of the Company's directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company's proxy statement for its 2013 annual meeting of stockholders, filed with the SEC on July 12, 2013.  Additional information can be found in the Company's Annual Report on Form 10-K for the year ended April 26, 2013, filed with the SEC on June 21, 2013 and its Quarterly Reports on Form 10-Q for the first two quarters of the fiscal year ended April 26, 2014 filed on September 3, 2013 and December 26, 2013, respectively.  To the extent holdings of the Company's securities have changed since the amounts printed in the proxy statement for the 2013 annual meeting of stockholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC.  These documents are available free of charge at the SEC's website at www.sec.gov.

If the Company files a definitive Consent Revocation Statement with the SEC, the Company promptly will mail the definitive Consent Revocation Statement and a form of consent revocation to each stockholder entitled to deliver a written consent in connection with the possible consent solicitation.  WE URGE INVESTORS TO READ ANY CONSENT REVOCATION STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Stockholders will be able to obtain, free of charge, copies of any Consent Revocation Statement and any other documents filed by the Company with the SEC in connection with the possible consent solicitation at the SEC's website at www.sec.gov.  In addition, copies will also be available at no charge at the Investors section of the Company's website at http://investors.bobevans.com/sec.cfm.

SOURCE Bob Evans Farms, Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
SYS-CON Events announced today that Enzu will exhibit at SYS-CON's 21st Int\ernational Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to focus on the core of their ...
Join us at Cloud Expo June 6-8 to find out how to securely connect your cloud app to any cloud or on-premises data source – without complex firewall changes. More users are demanding access to on-premises data from their cloud applications. It’s no longer a “nice-to-have” but an important differentiator that drives competitive advantages. It’s the new “must have” in the hybrid era. Users want capabilities that give them a unified view of the data to get closer to customers and grow business. The...
Multiple data types are pouring into IoT deployments. Data is coming in small packages as well as enormous files and data streams of many sizes. Widespread use of mobile devices adds to the total. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists looked at the tools and environments that are being put to use in IoT deployments, as well as the team skills a modern enterprise IT shop needs to keep things running, get a handle on all this data, and deliver...
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
In his session at @ThingsExpo, Eric Lachapelle, CEO of the Professional Evaluation and Certification Board (PECB), provided an overview of various initiatives to certify the security of connected devices and future trends in ensuring public trust of IoT. Eric Lachapelle is the Chief Executive Officer of the Professional Evaluation and Certification Board (PECB), an international certification body. His role is to help companies and individuals to achieve professional, accredited and worldwide re...
Both SaaS vendors and SaaS buyers are going “all-in” to hyperscale IaaS platforms such as AWS, which is disrupting the SaaS value proposition. Why should the enterprise SaaS consumer pay for the SaaS service if their data is resident in adjacent AWS S3 buckets? If both SaaS sellers and buyers are using the same cloud tools, automation and pay-per-transaction model offered by IaaS platforms, then why not host the “shrink-wrapped” software in the customers’ cloud? Further, serverless computing, cl...
You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technologies.
The current age of digital transformation means that IT organizations must adapt their toolset to cover all digital experiences, beyond just the end users’. Today’s businesses can no longer focus solely on the digital interactions they manage with employees or customers; they must now contend with non-traditional factors. Whether it's the power of brand to make or break a company, the need to monitor across all locations 24/7, or the ability to proactively resolve issues, companies must adapt to...
It is ironic, but perhaps not unexpected, that many organizations who want the benefits of using an Agile approach to deliver software use a waterfall approach to adopting Agile practices: they form plans, they set milestones, and they measure progress by how many teams they have engaged. Old habits die hard, but like most waterfall software projects, most waterfall-style Agile adoption efforts fail to produce the results desired. The problem is that to get the results they want, they have to ch...
IoT solutions exploit operational data generated by Internet-connected smart “things” for the purpose of gaining operational insight and producing “better outcomes” (for example, create new business models, eliminate unscheduled maintenance, etc.). The explosive proliferation of IoT solutions will result in an exponential growth in the volume of IoT data, precipitating significant Information Governance issues: who owns the IoT data, what are the rights/duties of IoT solutions adopters towards t...
With the introduction of IoT and Smart Living in every aspect of our lives, one question has become relevant: What are the security implications? To answer this, first we have to look and explore the security models of the technologies that IoT is founded upon. In his session at @ThingsExpo, Nevi Kaja, a Research Engineer at Ford Motor Company, discussed some of the security challenges of the IoT infrastructure and related how these aspects impact Smart Living. The material was delivered interac...
Wooed by the promise of faster innovation, lower TCO, and greater agility, businesses of every shape and size have embraced the cloud at every layer of the IT stack – from apps to file sharing to infrastructure. The typical organization currently uses more than a dozen sanctioned cloud apps and will shift more than half of all workloads to the cloud by 2018. Such cloud investments have delivered measurable benefits. But they’ve also resulted in some unintended side-effects: complexity and risk. ...
The taxi industry never saw Uber coming. Startups are a threat to incumbents like never before, and a major enabler for startups is that they are instantly “cloud ready.” If innovation moves at the pace of IT, then your company is in trouble. Why? Because your data center will not keep up with frenetic pace AWS, Microsoft and Google are rolling out new capabilities. In his session at 20th Cloud Expo, Don Browning, VP of Cloud Architecture at Turner, posited that disruption is inevitable for comp...
In 2014, Amazon announced a new form of compute called Lambda. We didn't know it at the time, but this represented a fundamental shift in what we expect from cloud computing. Now, all of the major cloud computing vendors want to take part in this disruptive technology. In his session at 20th Cloud Expo, Doug Vanderweide, an instructor at Linux Academy, discussed why major players like AWS, Microsoft Azure, IBM Bluemix, and Google Cloud Platform are all trying to sidestep VMs and containers wit...
While DevOps most critically and famously fosters collaboration, communication, and integration through cultural change, culture is more of an output than an input. In order to actively drive cultural evolution, organizations must make substantial organizational and process changes, and adopt new technologies, to encourage a DevOps culture. Moderated by Andi Mann, panelists discussed how to balance these three pillars of DevOps, where to focus attention (and resources), where organizations might...