BT Brands Files Notice of Exempt Solicitation to Update Noble Roman’s Shareholders Not to Vote in Current Proxy
SECURITIES & EXCHANGE COMMISSION
N OTICE OF EXEMPT SOLICITATION
NAME OF REGISTRANT: Noble Roman’s, Inc.
NAME OF PERSON RELYING ON EXEMPTION:
ADDRESS OF PERSON RELYING ON EXEMPTION:
Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934:
Dear Fellow Noble Roman’s Shareholder:
We urge you to WITHHOLD your support for director candidates when you vote in connection with the upcoming annual shareholder meeting, scheduled for
We communicated our intention to nominate a competing slate of three directors for this meeting but were stymied in that effort by the Noble Roman’s Board of Directors. We believe that shareholders should be aware of this fact as they consider the Company’s proposal to re-elect three incumbents.
As you may recall,
Ten days before the scheduled meeting date, however, Noble Roman’s announced that it had “recently determined” that
The Company postponed the meeting until
For the 2024 Annual Meeting, we pursued our plan to nominate a slate of three qualified candidates, allowing the shareholders to choose. After satisfying the Company’s technical objection, we wrote to CEO Mobley in
CEO Mobley responded by e-mail to
Kenneth
The materials for the 2024 Shareholder meeting have not yet been finalized. There will, however, be a 2024 questionnaire for director candidates, and it will be forwarded to you as it becomes available.
President
Noble Roman’s, Inc.
Noble Roman’s never provided the materials promised by
Why did the Company never send us the materials needed to complete and submit our nominations?
We posed this question to the Company, and its counsel advised us that the window for nominating candidates ran from
Let’s unpack that.
• We contacted the Company in time to submit a complete nomination package within the Company now claims was the
• On
• CEO Mobley never sent us the questionnaire. It was only after the supposed
Question: How could we – or any shareholder, for that matter – submit a timely nomination if the necessary paperwork is not made available in time for nominations to be submitted?
In effect, CEO Mobley’s refusal to follow through on his written commitment prevented us from submitting an alternative director slate for your consideration at this year’s meeting. That omission turned what could have been a contested election into an uncontested election that will entrench CEO Mobley and two incumbent directors for at least another year.
Is this how you believe that the board of directors should be running the Company?
We asked the Company to postpone the upcoming meeting so that nominations could be submitted and shareholders could have the opportunity to consider a competing slate of directors. The Company has refused to do so.
Thank you for your consideration of these points.
Very truly yours,
Chief Financial Officer
and Director
THE FOREGOING INFORMATION MAY BE DISSEMINATED TO SHAREHOLDERS VIA TELEPHONE,
1 The Company’s after-the-fact claim of a
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