UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Under § 240.14a-12 |
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. |
(Name of Registrant as Specified In Its Charter) |
AB VALUE PARTNERS, LP AB VALUE MANAGEMENT LLC ANDREW T. BERGER BRADLEY L. RADOFF MARY BRADLEY |
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
AB Value Partners, LP, Bradley L. Radoff and the other participants named herein (collectively, the “AB Value-Radoff Group”), has filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its highly-qualified director nominee at the 2022 annual meeting of stockholders of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (the “Company”).
On August 3, 2022, the Company issued a false and misleading press release claiming that the AB Value-Radoff Group made an “illusory proposal with a brand-new last-minute candidate (their seventh so far) who was not included in any of AB Value’s prior nomination or proxy materials.”
In reality, the AB Value-Radoff Group suggested another highly-qualified female candidate as a potential mutually agreed upon nominee in response to the Company’s request for a good faith proposal to reach a settlement after it disparaged our current nominee. The correspondence communicating such good faith proposal to the Company is attached hereto as Exhibit 1.