Amid proxy war, Noble Roman’s delays shareholders meeting
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Indianapolis-based Noble Roman’s Inc., which is in a heated battle with one of its biggest shareholders over whether CEO Scott Mobley should remain on the restaurant company’s board of directors, has postponed its annual shareholders meeting until next month.
The meeting was scheduled for Thursday, but on Wednesday afternoon Noble Roman’s announced the meeting had been rescheduled until Aug. 10 “to allow adequate time for stockholders to return their proxies and for the proxies to be tabulated.”
Contacted by IBJ, Mobley expanded on the postponement.
“The process of getting proxies out took a while with the government review process,” Mobley said. “As a result, it was apparent that many had a delay in getting their materials, especially with the holiday, and we did not want anyone to feel disenfranchised with the process.”
The company is fighting a proxy war with West Fargo, North Dakota-based BT Brands Inc., which is asking Noble Roman’s shareholders to vote for its own CEO, Gary Copperud, rather than reelect Mobley to the five-member Noble Roman’s board.
Since June 1, both companies have made multiple public statements in efforts to win over Noble Roman’s shareholders.
BT Brands argues that fresh leadership is needed at Noble Roman’s, which has seen its financial performance languish in recent years as debt has risen and shareholders’ equity has plunged.
Noble Roman’s said Mobley—who has been the company’s president since 1997 and its CEO since 2014—is “uniquely qualified” to lead the company. Noble Roman’s has also described BT Brands’ proposal as “a thinly-veiled attempt” to pressure Noble Roman’s into accepting a financing offer that would be “materially detrimental to the company’s present and future.”
Last week, Noble Roman’s issued a statement in which it claimed that BT Brands was not even qualified to nominate Copperud because BT Brands had not been a shareholder of record at the time it made the nomination. Noble Roman’s said it would disregard all votes cast in favor of Copperud.
BT Brands responded with its own statement, saying that it “intends to vigorously pursue its right in all venues and against all actors that would deny BT its rights as a shareholder.”