Bob Evans Farms Inc. directors were sued by a pension fund over claims the board improperly stripped investors of their rights to use a majority vote to amend the restaurant chain’s bylaws.
The board of Columbus, Ohio-based Bob Evans unilaterally reinstated a requirement that investors get an 80 percent supermajority shareholder vote to amend the company’s bylaws as part of an effort to help directors keep their seats, the Oklahoma Firefighters Pension & Retirement System said in a complaint filed in Delaware Chancery Court in Wilmington. Another investor is seeking support to oust directors.
“When directors of a publicly traded company take such brazen action to render themselves immune from a consent solicitation, the only logical conclusion is that they are motivated by deceit and entrenchment,” the Oklahoma fund said in the Jan. 22 complaint.
The pension fund’s case is the second to be filed in Delaware over Bob Evans directors’ decision to back the bylaw-supermajority rule. Sandell Asset Management Corp., a New York-based hedge fund that owns 6.5 percent of the 561-restaurant chain’s shares, sued Jan. 14 over the board bylaw decision.