In a 29-page report issued Friday night, the proxy advisory firm concluded that the activist investor has “not made a compelling case that additional change at the board level is warranted.” The report also said that the “strength of all four management nominees suggests those nominees are like the best candidates to continue driving the necessary improvements in the company’s performance.”
ISS considered the timeline of change that has occurred at the specialty chain, from the retirement of former chief executive officer David Dyer to the hiring of current ceo Shelley Broader in December 2015, as well as subsequent initiatives under Broader’s tenure thus far. The proxy advisory firm reasoned, “For more than a year the board has been undertaking significant change in both the executive suite and the boardroom, and directing operating and strategic changes which are just beginning to have an effect on corporate financial performance.”
One of the points of contention between the parties has been the retailer’s nomination of Bonnie Brooks to the Chico’s board. Brooks is vice chairman of Hudson’s Bay Co. Barington’s key argument concerns conflict of interest, reasoning that Brooks is on the board of a competing retailer. Chico’s has said through its own research and surveys with its customers that there is little overlap between its three concepts — Chico’s, White House | Black Market and Soma — and the department store nameplates — Hudson’s Bay, Saks Fifth Avenue and Lord & Taylor — under Hudson’s Bay’s umbrella. Given Brooks’ planned retirement in December, which was disclosed by Hudson’s Bay on Wednesday, ISS said Barington’s conflict of interest position is rendered “moot.”
In considering Barington‘s nominees, ISS observed that one has experience as a director, but was never a retailing executive, and that the other has extensive retailing experience but does not have turnaround or international retail experience.
ISS concluded that shareholders should vote for the “White” card representing Chico’s FAS board slate nominees.
Many investment firms such as hedge funds and institutional investors such as mutual funds rely on ISS to research proxy issues and make voting recommendations. Its competitor is Glass Lewis, which hasn’t yet issued its recommendation.
A Barington spokesman could not be reached by press time.