O'Charley's appoints three Crescendo nominees to expanded board

By Jennifer Chiou

New York, March 13 - O'Charley's Inc. announced an agreement with Crescendo Partners II LP, a 12% shareholder, under which it appointed three Crescendo nominees to its expanded 11-member board.

Previously, the company had a nine-member board.

New board members include Arnaud Ajdler, a managing director of Crescendo, Gregory Monahan, a senior vice president of Crescendo, and Douglas Benham, the former president and chief executive officer of Arby's Restaurant Group.

In addition, John E. Stokely, an O'Charley's director since 2004, voluntarily elected to resign from the board.

"We welcome the new members to our board as we share a common goal in our commitment to enhancing shareholder value," Gregory L. Burns, chairman and CEO of O'Charley's, said in a news release.

O'Charley's also said that it will seek shareholder approval to declassify its board to provide for the annual election of all directors upon the expiration of their current terms.

On Dec. 21, O'Charley's reiterated the experience and commitment of its board of directors on news that Crescendo planned to nominate a slate of four directors to O'Charley's board at its annual meeting and said it had preliminary discussions with Crescendo.

As already stated, Crescendo reported buying 243,000 shares of the company's stock between Dec. 5 and Dec. 12. The shares were priced from $14.71 to $15.66 each, according to a schedule 13D filing with the Securities and Exchange Commission.

Nashville-based O'Charley's is a multi-concept restaurant company that operates or franchises a total of 365 restaurants under three brands: O'Charley's, Ninety Nine Restaurant and Stoney River Legendary Steaks.

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