Final Tally Released in The Pantry Board Vote

CARY, N.C. -- Several surprises can be found in the final board of director vote tallies cast by The Pantry Inc. shareholders on March 13. Most notable were that the nominees proposed by dissident shareholder group Concerned Pantry Shareholders (CPS) did not garner the most votes, and Edwin J. Holman, former interim CEO of The Pantry, received the least number of votes.

In a Form 8-K filing to the U.S. Securities and Exchange Commission today, The Pantry revealed how many shareholders voted for or withheld votes for each of the 12 board of director nominees, with the top nine receiving election. Not revealed in the filing was the tally of people who voted against each candidate.

Kathleen R. Guion, former division president of store operation and development at Dollar General Corp., received the most votes to remain on the board (18,595,720). Guion joined The Pantry's board on May 3.

Placing second was The Pantry's nominee for the board of directors this year, Thomas W. "Tad" Dickson, who was formerly CEO of Harris Teeter Supermarkets Inc. He received 18,592,900 votes.

The Pantry's current CEO, Dennis G. Hatchell, followed, receiving exactly 300 votes less than Dickson. Terry L. McElroy, Wilfred A. Finnegan and Mark D. Miles placed fourth, fifth and sixth, respectively, each receiving more than 18 million affirmative votes.

Meanwhile, CPS' nominees were the last three to make the cut for one-year terms on the board of directors. Todd E. Diener, former executive officer of Brinker International Inc., where he served as president of Chili's Grill & Bar and On the Border restaurants, placed seventh with more than 17 million votes. James C. Pappas, managing member of JCP Investment Management LLC, who is also chairman of the board of the compensation and leadership committee of Morgan's Foods, operator of wholly owned KFC, Taco Bell and Pizza Hut restaurants, placed eighth with more than 16 million votes. And Joshua A. Schechter, director of Adrenas Co. Ltd., a multinational company engaged in hair-related businesses, was the last nominee elected to the board of directors after receiving more than 9 million votes.

Falling short in the number of votes needed for board election were Robert F. Bernstock, a Pantry board member since 2005 who formerly held executive positions at Campbell Soup Co.; Thomas M. Murnane, co-founder, co-owner and principal of ARC Business Advisors LLC; and Holman, who served as The Pantry's interim CEO from Oct. 5, 2011 to March 5, 2012. All three received more than 3 million shareholder votes. Holman received the fewest of all nominees with 3,090,342 shares voted in his favor.

Concerned Pantry Shareholders, a dissident group led by Houston investment group JCP Investment Management and Connecticut investment group Lone Star Value Management LLC, owns approximately 2 percent of The Pantry's shares.

Cary, N.C.-based The Pantry Inc. operates 1,537 Kangaroo Express stores in 13 states.

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