UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting material Pursuant to §240.14a-12 |
Buffalo Wild Wings, Inc.
(Name of Registrant as Specified In Its Charter)
MARCATO CAPITAL MANAGEMENT LP
MARCATO INTERNATIONAL MASTER FUND LTD.
RICHARD T. MCGUIRE III
SCOTT O. BERGREN
SAM ROVIT
EMIL LEE SANDERS
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |
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| ☐ | Fee paid previously with preliminary materials. | |
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On February 6, 2017, Marcato Capital Management LP and its affiliates (collectively, “Marcato”) updated www.WinningatWildWings.com to include biographies for four individuals who have agreed to stand for election as directors of Buffalo Wild Wings, Inc. (the “Company”) at the Company’s 2017 annual meeting of shareholders.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Marcato International Master Fund Ltd. (“Marcato International”) and the other Participants (as defined below) intend to file a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2017 annual shareholders meeting of Buffalo Wild Wings, Inc., a Minnesota corporation (“BWW”). The participants in the proxy solicitation are Marcato International, Marcato Capital Management LP, Emil Lee Sanders, Richard T. McGuire III, Sam Rovit and Scott O. Bergren (collectively, the “Participants”). MARCATO INTERNATIONAL STRONGLY ADVISES ALL SHAREHOLDERS OF BWW TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE M&A INCORPORATED, TOLL-FREE AT (888) 750-5834 (BANKS AND BROKERS MAY CALL COLLECT AT (212) 750-5833).
Marcato has posted the following materials to www.WinningatWildWings.com:
Marcato has also placed the following advertisements on Facebook, LinkedIn and Google and may from time to time place such advertisements in additional publications:
Facebook:
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LinkedIn:
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Google:
| Headline 1 | Improve Buffalo Wild Wings | |
| Headline 2 | Marcato has roadmap for change | |
| Description | Marcato wants to hear your ideas on how BWLD can reach its full potential | |
| URL | http://www.winningatwildwings.com/ | |
| Headline 1 | Winning at Buffalo Wild Wings | |
| Headline 2 | Changes Needed at BWLD | |
| Description | Marcato believes in the future of BWLD and has clear roadmap for value creation | |
| URL | http://www.winningatwildwings.com/ | |
| Headline 1 | Winning at Buffalo Wild Wings | |
| Headline 2 | Help BWLD Reach Full Potential | |
| Description | Marcato Capital has roadmap for change and value creation for BWLD stakeholders | |
| URL | http://www.winningatwildwings.com/ | |