The proxy battle between The Children’s Place and its activist investors got even uglier, with the retailer stating that its olive branch was rejected and the activists claiming the statement is “completely false.”
The latest battle comes just two days before the retailer’s annual meeting for shareholders on Friday.
The battle between the two involves the slate for board nominees. The Children’s Place said Wednesday that it couldn’t reach an agreement with the activist group consisting of Macellum Advisors and Barington Capital Group.
The retailer said it has made overtures to the activist group in an attempt to settle the dispute. It offered to add activist nominee Robert Mettler to the board and retain a search consultant to identify an additional, mutually agreeable director to the board. The company also added that it proposed to add Mettler to the board’s nominating and corporate governance committee.
The Children’s Place even went so far as to issue a statement that “Macellum and Barington have rejected this proposal, which we believe is reasonable, responsive to shareholder feedback and in the best interests of all shareholders.”
Macellum and Barington quickly fired back, saying in a regulatory filing with the Securities and Exchange Commission late Wednesday that the statement of its rejection by the retailer is “completely false.”
“The recent statement that we rejected a settlement from The Children’s Place is completely false, demonstrating once again in our opinion that the Board of Directors is not acting in the best interest of The Children’s Place shareholders,” the activists said.
The filing, a DFAN14A, went into detail to explain that the parties held negotiations Tuesday night in a good faith effort to negotiate a potential settlement. And while the offer to add Mettler to the board was correct, the activist group said it was told that the process to find a mutually agreeable independent director “might take up to a year.” Further, the parties had agreed to continue settlement discussions on Wednesday, according to the regulatory filing. Instead, the retailer issued the statement regarding the rejection of its proposal. “We believe this statement is a deliberate attempt to mislead shareholders to sway votes just days before the annual meeting. We believe such actions are egregious and are the hallmarks of a poorly governed board desperately clinging to power.”
The activist group went on to say it stands by its commitment to continue discussions with the retailer for a resolution that is in the best interests of all shareholders of the company.
The Children’s Place has incumbents Kenneth Reiss, Stanley Reynolds and chairman Norman Matthews running for re-election to the board.
The retailer and its activist investors began their battle back in March following a letter sent to Matthews urging the company to make changes.
Since then, there’s been much back-and-forth between the opposing parties. And rising hostilities also led to the retailer preannouncing first-quarter results to garner shareholder support for its slate of board nominees.