The Atlanta hedge fund managers who have transitioned from pushing for big changes at J. Alexander’s to protesting at the restaurant chain’s planned sale plan to call a special shareholders’ meeting to get a foothold on the board.
Privet Fund executives Ryan Levenson and Ben Rosenzweig earlier this week filed suit against West End-based J. Alexander’s after the company changed its bylaws to no longer require it to hold a 2012 annual shareholders’ meeting. On Thursday, they told J. Alexander’s officials they intend to call a special meeting that will be held before the end of September and will seek to add two seats to the company’s board for Levenson and fellow nominee Todd Diener to fill.
“Should the Board be successful indefinitely delaying its annual meeting (through litigation tactics or otherwise), the special meeting would enable shareholders to express their dissatisfaction with the current governance structure,” Privet’s managers said in a statement that also questions the $12-per-share price Fidelity National Financial plans to pay. “Shareholders deserve an annual meeting before then, but prudence dictates contingency planning in light of the staggering entrenchment tactics employed by the Board thus far.”
A call to J. Alexander’s CFO Greg Lewis for comment on Privet’s latest initiative was not returned before publication.
Levenson and Rosenzweig, who own 10 percent of J. Alexander’s, last week had harsh words for the company’s three independent directors, whom they accused of shirking their fiduciary duties in the talks to sell the company for $72 million. (Disclosure: Director Townes Duncan is chairman of SouthComm, the parent of NashvillePost.com.) The duo went public with its push to overhaul J. Alexander’s in February.