Last week Cabela’s answered the looming question from shareholders, Nebraskans and customers: The Sidney, Nebraska-based retailer would be acquired by Bass Pro Shops. But come December, company management and its board of directors probably will have to face a few more questions from shareholders, in person, at its long-delayed annual meeting.
The company announced Friday, in a document filed to the U.S. Securities and Exchange Commission, that it will hold its annual meeting of shareholders on Dec. 13. Details are scant beyond that; the location and business to be discussed at the meeting are to be released in additional documents, it said. The last meeting was held in the Sidney High School auditorium.
Cabela’s said it anticipates seeking approval of the Bass Pro deal at a separate, special meeting that has not been scheduled yet — not at the annual meeting in December.
The company historically has had its annual meetings in June or early summer. That wasn’t the case this year. Wall Street watchers told The World-Herald at the time that the meeting probably would be delayed until a sale was announced.
Cabela’s declined to comment for this story.
A sale of the entire company, including its credit card division, is what activist hedge fund Elliott Management was clamoring for after it declared an 11 percent stake in Cabela’s just under a year ago. Holding an annual meeting before a deal was announced would have given Elliott and other shareholders a chance to nominate new directors to the board, or otherwise disrupt dealings with Bass Pro.
“My guess is now that they have no fear of that there’s no reason not to have the meeting that’s been long overdue,” said Lee Dunham, a finance professor at Creighton University. “I doubt there’d be any meat to that meeting.”
Elliott began cashing out its Cabela’s stock last week, just a day after the sale was announced. As of Thursday last week Elliott held about 4.25 percent of Cabela’s stock. The hedge fund had logged, so far, about $90 million in profits, according to a World-Herald calculation.
“Obviously they’ve won their battle, so the fight is over. The company is being sold,” said Erik Gordon, a professor at the Ross School of Business at the University of Michigan who focuses on corporate governance.
Both moves — pressing on with an annual meeting, and a separate meeting to approve the acquisition — are typical, Gordon said. Cabela’s is required to continue operating as a stand-alone, publicly traded company until the sale to Bass Pro is finalized.
If the Bass Pro deal is finalized within the next year or so it may be the last shareholders meeting Cabela’s ever has. Cabela’s stock will no longer be publicly for sale and it will not have a nominated board of directors once it is owned by Bass Pro, a private company.
In the past, the meeting was announced via a press release.
“The fact that they announced the date of the annual meeting in an SEC filing rather than in a press release is telling,” said Rob Berick, senior vice president and managing director of Falls Communications, a public and investor relations company in Cleveland. “I don’t think this is one where they are going to be disappointed with a low turnout.”
In some cases a company might set parameters on what might be discussed at the annual meeting. Cabela’s, for example, might say in additional documents to shareholders before the meeting that company management and the board of directors will take questions only about earnings and the business, not the sale process.
Sometimes protests are staged outside of company annual meetings. In other cases the meetings serve as a sort of reunion for former and current employees. Either way, Cabela’s will likely prepare for questions about the future of the business under Bass Pro.
“I do think a truly open forum would have questions about community relations, job losses and what are they doing to offset the economic impact on the community that has served them well for decades,” Berick said. “Left unattended, they probably would face questions like that.”
Matt Doran, a Cabela’s shareholder with ties to Sidney, said weather permitting, he would like to attend. “I hope they have answers to shareholders’ questions at that time,” he said.
In any case, Cabela’s shareholders can expect more details on the meeting in the coming weeks when the company files more details with the SEC.