BT Brands and its CEO, Gary Copperud, have taken legal action by filing a lawsuit against Noble Roman (NROM) and its Directors, marking a significant development in the ongoing struggle for a fair vote among Noble Roman shareholders.
The lawsuit, filed in the Federal Court for the Southern District of Indiana on August 2, 2023, alleges that the Company and its Directors breached federal law by omitting vital information from their Definitive Proxy Statement. Additionally, they are accused of attempting to block the nomination of Gary Copperud, a move that seems to go against the expressed will of a substantial number of shareholders.
The main issue in the lawsuit is Mr. Copperud's nomination as a director candidate for Noble Roman, which received shareholder approval at the company's annual stockholders meeting on July 6, 2023. A recent vote count indicates a significant preference for Mr. Copperud, nominated by BT Brands, Inc., over NROM's nominee, Scott Mobley. This count reveals a remarkable 3.5:1 ratio in favor of Mr. Copperud, reflecting shareholders' preference for fresh perspectives on the board.
BT Brands and Mr. Copperud are now seeking judicial intervention to ensure a fair review of Mr. Copperud's nomination. They are asking the court to compel the Company and its Directors to hold an annual meeting, count the votes for Mr. Copperud's nomination, and respect the shareholders' collective decision.
BT Brands, which holds more than 8% of NROM shares, nominated Mr. Copperud with the aim of injecting new viewpoints into the board's decision-making processes. The nomination gained momentum as it became clear that Mr. Copperud had substantial support, prompting NROM to contest the nomination's validity due to alleged violations of the company's Bylaws.
This contention centers around the form in which BT Brands and Mr. Copperud held their shares in "street name" brokerage accounts rather than certificates on the Transfer Agent's shareholder list.
Despite this legal dispute, preliminary voting outcomes underscore the resolute inclination of shareholders to welcome fresh insights on the board. The desire for change has not waned, as the preliminary results show a clear mandate in favor of replacing Mr. Mobley with Mr. Copperud.
In response to the ongoing developments, BT Brands has stated its intention to rigorously evaluate NROM's behavior, the requirements of Indiana law, and the array of remedies available under both Indiana and federal statutes. CEO Gary Copperud underscored the significance of fairness in the process, emphasizing their commitment to ensuring that shareholders' voices are genuinely heard.
As the situation unfolds, it's important to note that voting at NROM's 2023 annual meeting remains ongoing. While BY Brands' efforts to challenge NROM's exclusion of Mr. Copperud as a director nominee are underway, the outcome remains uncertain. Shareholders are encouraged to cast their votes on the BLUE proxy in support of Mr. Copperud's nomination.
BT Brands, Inc., the parent company of Burger Time and other establishments, is also actively pursuing acquisitions in the restaurant industry. It's important to acknowledge that forward-looking statements or predictions about future operations may be found in this press release.
These statements are made under the protection of the Private Securities Litigation Reform Act of 1995's safe harbor provisions. However, these statements inherently carry risks and uncertainties, and the potential risks outlined in the The company's SEC filings could lead to deviations from these forecasts. The company is under no obligation to revise or update these statements in light of future events.