The second leading independent proxy advisory firm Glass Lewis has now recommended that shareholders vote for the “White” card, the one put forth by Chico’s FAS Inc. Chico’s is in the middle of a proxy fight for board seats with activist investor Barington Capital Group. The Glass Lewis recommendation follows Friday night’s report from the other leading independent proxy advisory firm Institutional Shareholder Services, which also recommended that shareholders vote in favor of the slate of nominees that the retailers suggested.
Similar to the ISS report, Glass Lewis said it didn’t see any reason to support the two-person board slate proposed by Barington because “comprehensive and positive changes are already under way at Chico’s and in our view the dissident’s director nominees have less to contribute to that progress than the board’s well-qualified nominees.”
Glass Lewis said Chico’s also appears to be addressing most of the strategic, financial and governance concerns raised by Barington.
The four Chico’s nominees who will stand for election include: its chief executive officer Shelley Broader; Janice Fields, an independent director on Chico’s board and former president of McDonald’s USA LLC; Bonnie Brooks, vice chairman of Hudson’s Bay Co., and Bill Simon, former president and ceo of Wal-Mart U.S. Barington had proposed its ceo James Mitarotonda and former Macy’s vice chairman Janet E. Grove.
One sore point of contention for the activist has been Bonnie Brooks’ position at Hudson’s Bay, which Barington said represents a conflict of interest. Last week, Hudson’s Bay said Brooks will retire in December, a point ISS noted renders the Barington position moot.
Chico’s said Wednesday, “The recommendations from these two leading proxy advisory firms are a testament to the strength of our world-class nominees and the positive change under way at Chico’s FAS.”
The company also said that with a new ceo in place, four new focus areas, operating initiatives and corporate governance enhancements, “We are confident in our new leadership and new plan and in our ability to realize the full potential of Chico’s FAS for the benefit of shareholders.”
Barington initiated its proxy fight on May 24. Executives at Barington could not be immediately reached for comment.