Noble Roman’s Moves to Bar BT Brands Highly Qualified Board Nominee
27 Junho 2023 - 6:32PM
Business Wire
BT Brands, Inc. (Nasdaq: BTBD and BTBDW). Faced with a
potentially crushing defeat in the upcoming shareholder vote, Noble
Roman’s (OTC: NROM) has resorted to attempting to use a technical
interpretation of its by-laws to exclude BT Brands’ nominee from
the ballot for the July 6, shareholder election. In an
eleventh-hour move, Noble Roman’s has taken the position that
shares held in a brokerage account do not qualify as ownership for
nominating a director candidate and soliciting a proxy. BT Brands
and its CEO, Gary Copperud, own approximately 9% of the outstanding
shares of Noble Roman’s. In this latest move, Noble Roman’s is
disenfranchising its shareholders by preventing shareholders from
having the opportunity to vote on a nominee in the upcoming board
election. BT Brands notes it is reviewing its legal options under
Indiana law and likely will challenge the latest move by Noble
Roman’s. We also expect to further address the fiduciary
responsibility of the current Board of Directors to all
shareholders.
BT Brands Chairman Gary Copperud notes, “This move to deny
shareholders the ability to vote for a director candidate in a fair
and supervised election is another in a series of abusive attacks
on the rights of Noble Roman’s shareholders.” Copperud further
stated, “We have made our case to the Noble Roman shareholders. We
believe we are hearing a consensus that the time for change at
Noble Roman’s is now.” As a shareholder of Noble Roman’s, the case
we have laid out to our fellow shareholders is straightforward. Our
concerns center around declining shareholder value and the
Company's deteriorating financial condition, driven by increased
borrowing and Mobley Family compensation of approximately $800,000
per year in cash, excluding other undetermined benefits and the
value of option awards. We have noted to shareholders, who we
believe are painfully aware of recent events at the Company, that
the losses and the erosion of the Company’s financial position
coincide with the CEO term of management’s nominee, Scott Mobley,
son of Chairman and Chief Financial Officer Paul Mobley and
include:
- Share price declining from $2.14 to 20 cents;
- Shareholders’ equity falling from $14.9 million to under
$1.9 million;
- Debt increasing from $2.7 million to $8.9 million;
- Eight years of compensation paid to the Mobleys totaling
approximately $5.9 million – representing nearly 40 percent of the
decline in shareholders’ equity;
- Employment Agreements committing over $5.9 million in future
cash compensation to the Mobleys;
- Stock option awards to Paul and Scott Mobley of
approximately 21% of the outstanding shares have been made in the
face of abysmal performance and without shareholder
approval.
Finally, Copperud noted, “Noble Roman’s is facing many
challenges related to its business and capital structure. Our goal
as a shareholder is to assist the Company in addressing these
challenges and to start moving Noble Roman’s in a positive
direction.”
About BT Brands Inc.: BT Brands, Inc. (BTBD and BTBDW)
owns and operates a fast-food restaurant chain called Burger Time
with locations in North and South Dakota and Minnesota. In
addition, the Company owns the Pie In The Sky Coffee and Bakery in
Woods Hole, Massachusetts, the Village Bier Garten in Cocoa,
Florida, and Keegan’s Seafood Grille near Clearwater, Florida. BT
Brands is seeking acquisitions within the restaurant industry.
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version on businesswire.com: https://www.businesswire.com/news/home/20230627577703/en/
KENNETH BRIMMER 612-229-8811
BT Brands (NASDAQ:BTBDW)
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