The activist investors at The Children’s Place and the retailer’s board are on a collision course for a proxy fight.
The funds, Barington Capital Group and Macellum Capital Management, are pushing for change at the retailer and nominating two independent directors to the company’s board who they think can provide a fresh perspective in evaluating its performance. To that end, they filed a proxy statement with the Securities and Exchange Commission, which delineates the reasons why they think change at the specialty chain is necessary.
The company’s chairman, Norman Matthews, earlier this month said the board “has evaluated” the nominees of the hedge funds and rejected the idea, stating that the company’s slate has the “right combination of expertise, experience and independence.”
The funds are nominating Seth R. Johnson and Robert L. Mettler for election to Children Place’s board at the company’s annual meeting of shareholders on May 22.
Johnson, 61, was chief executive officer of Pacific Sunwear of California Inc. from 2005 to 2006, and before that was at Abercrombie & Fitch as chief operating officer from 1999 to 2004 and chief financial officer from 1992 to 1998. Mettler, 74, was the former chairman and ceo of Macy’s West, a division of Macy’s Inc., from 2002 to 2008. The funds noted that both men have extensive experience in the retail sector.
The proxy statement filed by the funds follows on the heels of a letter on Monday from Matthews to shareholders urging them again to reject the proposed board nominees by the hedge funds, and instead vote the “white” proxy card in favor of re-electing current board members Kenneth Reiss and Stanley Reynolds.
Matthews also confirmed support for ceo Jane Elfers and her team. He noted some of the changes in the works, such as updating the merchandise assortment and optimization of the company’s store fleet. He noted that last year, the company “outperformed our peer group and recorded positive comparative-store sales, including 3.7 percent for the fourth quarter.”
The hedge funds disagreed.
In a slide presentation presented to investors about results since Elfers became ceo in January 2010: Sales per square foot fell to $280 in 2014 from $318 in 2010; gross margins slipped to 35.3 percent in 2014 from 39.4 percent in 2010, and earnings before interest, taxes, depreciation and amortization declined 26 percent to $152 million in 2014 from $204 million in 2010.
The funds took issue with the $399 million in capital expenditures the retailer has undertaken over the last five years, which it said included a store footprint expansion initiative that was later reversed. It also disagreed with Elfers’ compensation from 2011 to 2014, which totaled $42.6 million.
One slide noted that the seven board members in the aggregate own only 0.7 percent of the company’s outstanding shares, a point that investors sometimes like to point out to show whether board members have the so-called “skin-in-the-game” theory. It’s a way of attacking members for suggesting that without substantial ownership, they might not be as incentivized to properly keep watch over how a company is run.
The funds said new leadership can help increase free cash-flow generation through better inventory management and reduced capital expenditures, as well as aggressive share repurchases. They noted that the retailer has $225 million in cash and investments, and it is in a strong position to “execute substantial additional share repurchases on an accelerated basis. We believe these share repurchases would be highly accretive and would help the company to achieve our target of more than doubling its earnings per share.”
The presentation said a strategic buyer “would be able to improve the company’s cost structure and inventory management, as well as rationalize the company’s store base and would likely be willing to pay a significant premium to acquire the company.” It noted that private-equity buyers could also be interested in the retailer given its stable operating cash flow.
Further, the funds said “chairman Norman Matthews has not met with us to discuss our thoughts” and the board has “summarily rejected our nominees after only a weekend of consideration and without even meeting them.”
A spokesman for the retailer said of the presentation, “It’s replete with factual inaccuracies and ill-informed conclusions and we urge shareholders to view it through that lens. We have an outstanding, independent board, our stock is at an eight-year high and our shareholders tell us they endorse our strategy.”