Corporate governance and independent directors are the topics again of another activist investor push, this time aimed at New York & Co. and its largest shareholder, private equity firm Irving Place Capital.
The women’s apparel specialty chain on Thursday responded to a letter sent to the company — a Schedule 13D in a regulatory filing with the Securities and Exchange Commission — by Kanen Wealth Management on Wednesday.
New York & Co. acknowledged several discussions, including in-person meetings, with Kanen. The retailer also said its board and management team are “fully committed” to maximizing value for all shareholders, as well as adhering to “good corporate governance practices.”
The specialty apparel chain also said: “Over the past two years, the company has added two new independent directors to our nine-member board. In addition, our board continues its search for a new, additional independent director with expertise in new or growing areas of our business, such as e-commerce, omnichannel or digital, in order to provide a unique and fresh perspective.”
That search isn’t appeasing the activist investor, which said in its letter that it is seeking to add one independent board member to represent minority shareholder interests.
“Maybe you view our 5 percent stake, as well as other larger shareholder’s [sic] ownership, less significant than Irving Place Capital’s ownership and not worthy of a seat at the table,” the letter said. Kanen noted the stock performance over the past four years has declined 73 percent — currently in the $1.80 a share range from $6.72 in July 2013 — and the operating margin decline over the same period to its current negative 166 basis points from 33 basis points.
Kanen added that for “best practices” in connection with corporate governance, there should be one new independent board member without any connection — past or present — to the private equity firm. In comparison, it said there are three board members that work or have worked at Irving Place. Kanen is also seeking an enhanced capital allocation strategy that returns more cash to shareholders, as well as a special committee of independent board members that can conduct of review of the company’s operations.
The women’s specialty chain operates 464 stores. In March it said it has partnered with actress Gabrielle Union to be the face of its 7th Avenue Design Studio, as well as have her namesake collection be exclusive to the chain starting in August. Separately, the retailer also said in March it would continue to build its partnership with actress Eva Mendes. The plan there would be to expand the Eva Mendes Collection to more than 50 shops-in-shop and 19 Eva Mendes boutiques, in addition to its online business. Further, the company said it will be opening six new stores, all of which will offer an extended assortment of the Eva Mendes line.
Limited Brands, now L Brands, acquired New York & Co. — the former Lerner New York — in 1985. An investor group led by Bear Stearns Merchant Banking acquired New York & Co. in December 2002 for $153.5 million. The investment entity was later acquired by J.P. Morgan and then spun out as an independent firm known as Irving Place Capital.
Executives at Irving Place Capital declined comment.