BT Brands Withdraws Its Lawsuit Against Noble Roman and Its Directors
September 07 2023 - 2:34PM
Business Wire
BT Brands, Inc. (NASDAQ: BTND) announced today that it has
withdrawn without prejudice its lawsuit in Federal Court for the
Southern District of Indiana against Noble Roman’s, (“NROM”) and
its Directors. BT Brands CEO, Gary Copperud, commented that the
purpose of our lawsuit was to achieve a fair vote for Noble Roman
shareholders. We were not successful in our effort to get a ruling
favorable to NROM shareholders as in its preliminary ruling, the
Court allowed the annual meeting to proceed. Without the BT Brands
proxy votes, NROM failed to attain a quorum and the election of a
Class III Director was postponed to the 2024 annual meeting. The
result is that three board seats will be elected in 2024, and we
expect to nominate representatives for each available seat. The BT
Brands lawsuit also alleged that the NROM and its Directors
violated federal law in omitting material information from its
Definitive Proxy Statement and that NROM and its Directors violated
fiduciary duties by preventing BT Brands’ nomination of Mr.
Copperud, frustrating the expressed will of an overwhelming number
of shares expected to vote at the annual meeting. We expect to
further review these issues as part of an inspection of the NROM
books and records and reserve the right to take further action as
appropriate.
Owning a combined stake of more than 8% of NROM shares, BT
Brands sought to nominate Mr. Copperud to serve as a director of
NROM to add a fresh perspective to its board, including reviews of
policies concerning executive compensation and corporate borrowing.
After it became clear that Mr. Copperud would defeat Mr. Scott
Mobley, NROM deemed that Mr. Copperud’s nomination was not in
compliance with NROM’s Bylaws and would not be considered
valid.
Concluding, Mr. Copperud stated, “We expect to continue working
on behalf of the right of all NROM shareholders to be represented
on the NROM Board of Directors. We are extending an invitation to
the NROM independent directors to initiate a dialogue directed
toward benefiting all NROM shareholders.”
About BT Brands, Inc.: BT Brands, Inc. (NASDAQ: BTBD and
BTBDW) owns and operates a fast-food restaurant chain called Burger
Time in North Dakota, 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.
Forward-Looking Statements
This press release may contain statements that might be
considered forward-looking statements or predictions of future
operations. Such statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995
and are based on management’s belief or interpretation of
information currently available. These statements and assumptions
involve certain risks and uncertainties. Actual events may also
differ from these expectations as a result of the risks identified
from time to time in our filings with the Securities and Exchange
Commission. We assume no duty to update these statements as of any
future date.
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version on businesswire.com: https://www.businesswire.com/news/home/20230907311556/en/
KENNETH BRIMMER Chief Financial Officer BT
BRANDS, INC. 612-414-5104 612-229-8811
kwbrimmer@itsburgetime.com
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