The two have reached an agreement that gives Barington the right to approve the appointment of an independent director to Avon’s board. That individual would be selected jointly by Avon and Cerberus Capital Management. With the new agreement, the activist hedge fund has agreed to withdraw its nominations for election to Avon’s board at the company’s 2016 annual meeting of shareholders and to vote its shares in favor of the nominees proposed by the Avon board.
The agreement suggests that the parties have been able to build a level of trust on both sides as a filing with the Securities and Exchange Commission, a Form 8-K, indicates the absence of a so-called standstill provision. That means that should the investor group suddenly find that the necessary changes aren’t being made, it still has the option of going public with its concerns.
Barington is joined by NuOrion Partners AG and others. The group collectively own over 3 percent of the outstanding shares of the company. The agreement was reached just as the deadline to launch a proxy fight was approaching.
Avon earlier this month completed the spin-off of its North American business to private equity firm Cerberus Capital Management. Cerberus took over the business as part of a strategic partnership with Avon, one that called for Cerberus to invest $435 million for a 16.6 percent stake in Avon, plus $170 million for an 80 percent ownership in the North American business. Avon has retained a 20 percent minority interest in the North American business, now called New Avon.
James A. Mitarotonda, chairman and ceo of Barington, said, “We have spent time with Avon’s management team and members of the Board discussing our strategic and operational suggestions, and we are confident that Avon is taking the necessary actions to improve the long-term performance of the company.” He noted Avon’s steps in strengthening its board with its recent reconstitution and addition of Cerberus representatives, and said Barington supported the appointment of Carol Ross to Avon’s board.
Ross is a former FedEx Corp. executive. Avon’s board is currently at 10 members, and the addition of the another independent director — the one to be jointly selected by Avon and Cerberus — would bring the board total to 11.
Chan W. Galbato, Avon’s non-executive chairman, said the company was “pleased to have reached this settlement agreement with Barington, which allows us to avoid a potential proxy contest.” He said the process is underway to identify the additional independent board member.
Barington began their activist campaign in December as Avon was pulling together its deal with Cerberus. Galbato, the ceo of a Cerberus affiliate, joined the Avon board once the transaction closed.
Barington has had success with activist campaigns on the retail front, most recently calling for a sale at The Jones Group, which was eventually sold to Sycamore Partners.
In the case of Avon, Barington had pushed for the beauty firm to cut costs and allow certain divisions, such as its global operations, some leeway in making decision that impact the local business.
Earlier this month, Avon said that part of its three-year transformation plan, it would reduce headcount and move its headquarters to the U.K. from New York. Avon said both moves are to align corporate functions with current and future needs of its business.
But Barington and the investor group likely still believe more changes are needed. In December, it wrote a letter to Avon calling for a change in the senior management team. That push includes Avon’s current ceo Sheri McCoy, whose background the investor group considers a poor fit for the beauty firm.