Chico’s FAS Inc. plans to close 60 to 80 stores this year.

Chico’s FAS Inc. has a proxy fight on its hands.

But this time around all it seems activist investor Barington Capital Group wants is a say at the Chico’s FAS Inc. board of directors table. To obtain that goal, it has launched a proxy fight to elect its two nominees to the Chico’s board: Barington’s chief executive officer James A. Mitarotonda, 62, and former Macy’s vice chairman Janet E. Grove, 65.

The retailer’s annual meeting of shareholders was set for June 16 and has since been rescheduled for July 21. Directors David Dyer, former Chico’s ceo, and Verna Gibson will retire when their current terms expire on July 21. The board will continue to consist of nine members, including eight independent directors and the company’s ceo.

Barington isn’t pushing for a management change, nor is it pushing for a sale of the company, according to sources familiar with the investor’s thinking. One individual said Barington believes that Chico’s is “significantly undervalued, and that it could be run better with more fiscal discipline.” Another said it believes Chico’s serves a unique customer base, one where its shoppers have a strong loyalty to its brands.

Activist firms often agitate for change in leadership, or a sale of the company. The chain was in talks twice last year with private equity firm Sycamore Partners about a possible buyout in the $3 billion range. Both times discussions broke off over disagreements on valuation of the retailer and related financing issues. With new leadership under the direction of president and ceo Shelley Broader, the company seems focused on improving operations rather than on a sale of the company — although should someone come in with an offer the company’s board would have a fiduciary obligation to consider it.

The activist firm has been an investor in Chico’s since December 2013, and holds a 1.4 percent stake in the company. Barington said it has been in communication with Chico’s since March and has shared its view that the retailer should reduce its “substantial corporate overhead,” including significantly decreasing its advertising and other SG&A expenses.

Barington also said the retailer could “more than double its earnings per share in three years” if it was better managed. It wants Chico’s to improve executive and corporate strategy, as well as improve its corporate governance and executive compensation practices, the investment firm said.

The activist firm said the company has failed to create meaningful long-term value for stockholders. It supports that charge by noting that Chico’s common stock is down 77 percent from its all-time high of $48.90 a share on Feb. 21, 2006. Shares of Chico’s on Tuesday fell 1.2 percent to $10.77 in Big Board trading, giving it a market capitalization of $1.44 billion.

Chico’s is somewhat of an interesting fight for Barington, or any activist investor. That’s because the retailer has Broader, who joined as president and ceo in Dec. 1. Broader, who was president and ceo of Wal-Mart’s EMEA region, has more than 25 years’ experience leading global and regional retail businesses. In her first 170 days, she’s already realigned the retailer’s marketing and digital commerce functions.

The company said on April 25 that the decision-makers are directly within the retailer’s three brands: Chico’s, White House | Black Market, and Soma. In decentralizing its marketing functions, the company expects to achieve about $14 million in annualized cost savings.

At the time, FBR analyst Susan Anderson said, “We believe Chico’s new ceo Shelley Broader is utilizing her past Wal-Mart experience to bring cost efficiencies and discipline to Chico’s operations, which we view as a positive. While she is making back-office functions more efficient and we believe there is likely room to make store operations more efficient, she will likely do it in a way that will not affect the customer or sales….We remain buyers of Chico’s and continue to like its differentiated model, which we believe will allow it to take market share over the next several years and drive operating margin through cost efficiencies.”

That’s where it gets interesting. Sources familiar with the discussions between Chico’s and Barington said the two have been looking at how to improve the retailer’s operations. It appears that the talks have been somewhat amicable, with Barington representatives working through their talking points and having an audience in Broader. Given the “friendly” conversations, Chico’s seems the least likely candidate for a proxy fight.

Other sources familiar with the matter said the company is still in the middle of a “holistic review” of the company, and that more initiatives are forthcoming when the review will be completed later this year.

Chico’s said Tuesday that talks with shareholders to exchange views and ideas indicate that they are supportive of the company’s four priorities: Evolving the customer experience to better integrate the digital and physical retail environments; strengthening the position for each brand; leveraging actionable retail science to develop algorithms and predictive analytics to enable real-time decision-making, and sharpening the company’s financial initiatives to drive further cost savings.

Other strategic actions taken so far include a slowing of square footage growth, including the closure of 170 to 175 stores through 2017, or $65 million in cost savings; implementing the corporate organizational realignment in 2015, and reducing capital expenditures, such as the sale of Boston Proper to Brentwood Associates, completed in January.

Perhaps it’s because of the initiatives under way that have some sources familiar with the matter puzzled over why Barington would push to put Mitarotonda and Grove on the board now that the company is performing as it should be.

But activist firms such as Barington who tend to be longer-term investors — in comparison to those who take a stake, agitate for some change, and then sell out as soon as the stock price goes up — like to know that they will continue to have a receptive audience so they can influence change. Many activists try to do that as an “independent director,” a reason why they seek board seats. And that’s where the point of contention seems to be between the parties.

Chico’s on Tuesday, following Barington’s launch of its proxy fight, said it has nominated Bonnie Brooks, vice chairman of Hudson’s Bay Co., and Bill Simon, the former president and ceo of Wal-Mart U.S., to stand for election to the company’s board. Also on the company’s slate are Broader, and Janice Fields, an independent director on Chico’s board and former president of McDonald’s USA LLC.

David F. Walker, chairman of Chico’s board, said the company under Broader is “taking meaningful steps to improve performance and value creation. We believe Bonnie’s considerable apparel, merchandising and turnaround expertise and Bill’s impressive track record of driving cost-efficient operations with other leading retailers will contribute to the progress we are making against the company’s new operating priorities.”

According to Chico’s, its corporate governance and nominating committee began a search process for independent candidates in February, with the help of Herbert Mines Associates. Barington recommended a list of five candidates, which the Chico’s board reviewed. The board had discussions with two of those candidates — Mitarotonda and Grove, along with a third before she withdrew her name from consideration — and after a review of those identified by Herbert Mines, unanimously determined that Brooks and Simon were best qualified.

But with Brooks the vice chairman of a retailer that sells to consumers who might also shop at Chico’s, and Simon a former Wal-Mart colleague of Broader, it’s conceivable that questions of what it really means to be an independent director might arise.

One of the individuals familiar with Barington’s thinking said the investment firm is “supportive of what Broader’s announced so far [in terms of change], but doesn’t want to stay on the sidelines and hope everything turns out okay. They want to be involved [in the process]. They also want to make sure that shareholders have a voice in the boardroom.”

Allen Questrom, the former chairman and ceo of J.C. Penney Co. Inc., Federated Department Stores, Barneys New York and Neiman Marcus Group, said in a telephone interview that Chico’s is an underdeveloped brand that has a huge opportunity if it can get the right merchandise mix in place.

“Activist investors can be very helpful if they challenge one on how to run a company, but not if [they are pushing for] a quick return for investors,” Questrom said.

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