Luby's says 'surprised' by Bandera Partners' nominations
Luby's confirmed that it has received notice on behalf of Bandera Partners and certain of its affiliates that it intends to nominate up to six candidates for election to Luby's Board of Directors at the 2019 Annual Meeting of Shareholders. Luby's issued the following statement: "Luby's Board is in the process of reviewing Bandera's nomination notice consistent with its fiduciary duties. The Luby's Board and management team are committed to acting in the best interests of the Company and its shareholders. We are always open to constructive ideas regardless of their source and will carefully consider Bandera's candidates as we would any other potential directors to assess their ability to add value to the Board for the benefit of all shareholders. Luby's notes that the Company was surprised by Bandera's nominations. Bandera approached the Company only a few days prior to the nomination deadline and demanded that the Board replace one third of the directors and appoint Jeff Gramm, his father Sen. Phil Gramm, and one of Bandera's close business associates to the Board. Even though the Board extended the nomination deadline to allow for constructive discussions, Bandera gave the Board only 48 hours to agree to their demands. The Company informed Bandera that 48 hours was an insufficient time for a public company board to commit to appointing three candidates whom the Board had not met and whose biographies they had not had an opportunity to carefully review and discuss. Christopher Pappas and Harris Pappas and the entire Board continue to support the Company's strategy and plans as have been previously disclosed. In furtherance of this support, each Luby's director has irrevocably committed to vote their shares in the Company in accordance with the recommendations of the Board at the 2019 Annual Meeting of Shareholders. The Board will review and consider Bandera's nomination notice and make a formal recommendation regarding director nominees in the Company's definitive proxy statement and other materials, to be filed with the Securities and Exchange Commission and mailed to all shareholders eligible to vote at the 2019 Annual Meeting of Shareholders. Shareholders are not required to take any action at this time."