James A. Mitarotonda, chairman and chief executive officer of Barington Capital Group LP, has been nominated to the board of The Jones Group Inc. He stands for election at the company’s annual shareholders’ meeting on June 14.
Barington, which represents a group of investors, bought a 2.3 percent stake in Jones last month and has been pushing for it to sell off some smaller brands and tighten up operations.
With the addition of Mitarotonda, the Jones board will expand to 11 members, eight of whom are independent and 10 of whom are nonmanagement. All are annually elected.
“We value Jim’s expertise in the retail, apparel and footwear industries and welcome his input as we continue to execute on our plan and drive results during this pivotal period of transformation for the company. The Jones Group board of directors and management team are focused on improving profitability and enhancing shareholder value for the long term,” said Robert L. Mettler, chairman of the nominating and corporate governance committee and presiding independent director of the Jones board.
After joining the board, Mitarotonda will serve on the audit committee.
As part of the agreement, Barington has agreed to vote its shares in support of the company’s director nominees at the 2013 annual meeting. Barington has also agreed to certain customer “standstill provisions.”
Jones also said in its filing with the Securities and Exchange Commission, or Form 8-K, that it will pay the Barington Group $170,000 for their out-of-pocket expenses in connection with the agreement between Jones and Barington to increase the size of the board to 11 directors from its current number of 10, as well as including Mitarotonda on the slate of nominees.
Mitarotonda currently serves as a director of A. Schulman, Inc. and The Pep Boys. Barington, an investment management firm, primarily invests in undervalued, small and midcapitalization companies. Prior investments have included The Warnaco Group Inc., Dillard’s Inc., Nautica, Steven Madden, Payless ShoeSource, Stride Rite, Maxwell Shoe and Harry Winston.