Leading Proxy Advisory Firm ISS Recommends Buffalo Wild Wings Shareholders Vote Marcato's White Proxy Card "For" Marcato's Nominees Scott Bergren, Sam Rovit And Mick Mcguire

SAN FRANCISCO, May 24, 2017

Mick McGuire, Managing Partner of Marcato, said, "We are pleased that ISS recognizes further change on Buffalo Wild Wings' Board is needed and greater shareholder oversight would help increase Board accountability and avoid any delays in the implementation of strategic projects. ISS's independent recommendation further underscores our view that new voices and fresh perspectives are urgently required in the BWLD boardroom.

"Marcato's four highly-qualified nominees have the right combination of operational, strategic and financial expertise required to return the Company to a path of growth and equity value creation. We urge shareholders to vote the WHITE proxy card in favor of ALL FOUR of Marcato's nominees, who if elected, pledge to work constructively with the current Board and management team to generate meaningful, long-term value for the benefit of all BWLD shareholders."

In making its recommendation, ISS noted*:

• "[T]he dissident – whose campaign appears to have instilled a greater sense of urgency to the board – has presented a compelling case that additional change is warranted at this time."
• "With the presence of McGuire, Bergren, and Rovit on the board, the dissident will have a sufficient voice to continue to push for appropriate changes at the company."
• "[I]ncreased shareholder oversight would be a powerful tool to ensure that the board increases its accountability and avoids any delays in the implementation of strategic projects. In that sense, it appears prudent to add McGuire, who represents the company's third largest shareholder, to the board."
• "Bergren's industry knowledge was evident in our discussion with the nominee…the company would clearly benefit from the operational experience of a former CEO in the casual dining space. Moreover, his experience expanding Pizza Hut into international markets is clearly relevant to the company's goal to continue to build a strong presence outside the US."

ISS highlighted the ways in which Buffalo Wild Wings has "lost its way" under the current Board:

• "[O]ver the past two years it appears that the company has lost its way. Facing traffic problems, which were aggravated by management's decision to pass cost increases to consumers in 2015, the company appears to have decided in 2016 to sustain top line growth with store acquisitions and promotional activities. As a result of these efforts, both adjusted EBITDA margin and return on invested capital declined over this period—the opposite of what happened to the majority of the company's casual dining peers over the same period."
• "Moreover, many of the recent decisions regarding board refreshment, cost management, and capital structure optimization (leverage management, refranchising, and buybacks) appear to have been driven by the dissident's engagement with the company. The dissident even hired external consultants to analyze potential cost savings which were presented to the company approximately six months before management announced its own cost initiatives. Though the company blames the deterioration of fundamentals on industry headwinds, the refreshment of more than half the board appears to validate the dissident's concerns regarding company-specific problems."
• "The timeline of events - particularly the company's partial implementation of certain of the dissident's suggestions several months after these suggestions were made, and after the dissident announced it would nominate directors – seems to reflect a reactionary approach by the board. Moreover, certain decisions, such as the company's inclusion of Marcato nominee Rovit on the management slate, come across as gamesmanship rather than a proactive assessment of the facts and circumstances."

ISS also focused on Buffalo Wild Wings' underperformance relative to its peers and the positive impact Marcato's campaign has had on the Company:

• "[T]he company has recently begun to underperform, most notably over the one-year period, in which absolute TSR was negative.
• "TSR over the one-year period through July 22, 2016 was (18.1) percent, which was 13.8 percentage points below the peer median and 22.5 percentage points below the S&P 400 Restaurant Index. Extending the analysis through May 18, 2017, when this report was being prepared, the company's absolute performance improved from (18.1) percent to (10.5) percent. As the performance of peers and the index improved more substantially over this period, the company's relative underperformance deteriorated to 21.0 percentage points worse than the peer median, and 35.3 percentage points worse than the index."
• "This analysis underscores the positive effect that the dissident campaign had over the company's TSR over a period in which the company continued to miss top line and bottom line forecasts despite previous downward revisions made by sell-side analysts. According to Bloomberg, from July 22, 2016 (the unaffected date), to May 18, 2017, this worsening of the company's fundamentals drove sell-side analysts to reduce their EBITDA expectations for 2018 and 2019 by 17.3 percent and 21.3 percent, respectively."

Marcato encourages all BWLD shareholders to visit www.WinningAtWildWings.com to review information about Marcato's investment in Buffalo Wild Wings.