The Pantry urges stockholders to vote for its slate of director nominees, says report by Institutional Stockholder Services that failed to recommend that stockholders elect all of The Pantry's nominees 'reached the wrong conclusion'

Cindy Allen

Cindy Allen

CARY, North Carolina , March 3, 2014 (press release) – The Pantry, Inc. (NASDAQ:PTRY), a leading independently operated convenience store chain in the southeastern U.S., today issued the following statement in response to a report by Institutional Stockholder Services (ISS) regarding The Pantry’s 2014 Annual Meeting of Stockholders, which is scheduled for March 13, 2014:

We strongly believe that ISS reached the wrong conclusion in failing to recommend that stockholders elect all of The Pantry’s highly qualified and experienced director nominees. The Board’s director nominees are actively engaged and together possess significant retail, convenience store, consumer packaged goods, foodservice, fuel and financial experience—all areas that are highly relevant and critical to The Pantry’s business. Furthermore, since the Board installed the Company’s leadership team led by President and CEO Dennis Hatchell, The Pantry has successfully executed plans to improve performance and unlock the potential of our powerful convenience store platform.

Robert F. Bernstock, Edwin J. Holman and Thomas M. Murnane have meaningful experience and insight that surpasses anything offered by the dissident nominees. Mr. Bernstock has significant operating experience from his roles as President and Chief Operating Officer of The Scott’s Miracle Gro Company and President and CEO of Vlasic Foods International, and extensive board experience from his service on the boards of NutriSystem, Verticalnet and First Brands Corporation. Mr. Holman has substantial retail, executive and operating experience, notably through his role as President and CEO of Galyan’s Trading Company, Inc., and has served on multiple public company boards, including those of La-Z-Boy, Inc. and OfficeMax, Inc. Mr. Murnane has more than 35 years of experience advising a variety of retailers, and diverse board experience that includes service on the boards of Pacific Sunwear of California and Captaris. These three individuals have been instrumental in the formation and execution of The Pantry’s current value creation strategy, and their expertise will be a significant asset in the continued implementation of this strategy.

In contrast, the Company believes that the dissident group brings neither expertise nor insight to the table. None of the nominees has any relevant experience in convenience stores, QSRs or fuel, and only one has any executive experience at a public company. We believe the dissident nominees lack the required skill and experience to serve on The Pantry’s Board and, if elected, would undermine the significant progress the Board and management team have been making on the Company’s strategic plan. The dissident group still has not outlined any constructive steps to enhance the Company’s strategy and has been unable to demonstrate how its director nominees would do anything to improve the value of stockholders’ investment in The Pantry beyond what the Board and management team have clearly articulated and are successfully executing.

Under the direction of an outstanding management team and the oversight of an engaged and knowledgeable Board, the Company is solidly positioned to continue delivering results and creating value for all stockholders. Now is not the time to diverge from this plan. We strongly urge all The Pantry stockholders to protect the value of their investment by voting “FOR” all of our director candidates on the WHITE proxy card today.

Your Vote Is Important, No Matter How Many Or How Few Shares You Own.

If you have questions about how to vote your shares, or need additional assistance,
please contact the firm assisting us in the solicitation of proxies:

Stockholders Call Toll-Free: (888) 750-5834
Banks and Brokers May Call Collect: (212) 750-5833

We urge you NOT to sign any Gold proxy card sent to you by JCP Investment Management, LLC. If you have already done so, you have every right to change your vote by signing, dating and returning the enclosed WHITE proxy card TODAY in the postage-paid envelope provided. If you hold your shares in Street-name, your custodian may also enable voting by telephone or by Internet—please follow the simple instructions provided on your WHITE proxy card.

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