The stakes are getting higher in the Chico’s FAS Inc. proxy fight with Barington Capital Group.
With just two weeks left until the annual shareholders’ meeting on July 21, expect each side to begin honing in on its version of the truth.
For Chico’s, its main message has been that many of the changes initiated so far, including cost-cutting measures and corporate governance enhancements, are the result of changes by Shelley Broader, the retailer’s chief executive officer, and not Barington as the activist investor has suggested.
For Barington, its key points are that it’s already had an influence on some of the changes at Chico’s, and that its detailed plan on growing the Soma brand through an expansion of the store base plus the election of its director nominees would contribute to “enhance long-term shareholder value.”
With the timeline to the annual meeting getting shorter, fighting words are starting to creep into the volleying in their exchanges aimed at garnering investor support.
Last Friday after the markets closed, Chico’s filed another investor presentation, noting that its 2015 sales were $1.36 billion at the Chico’s nameplate, $871 million at White House | Black Market and $332 million at Soma, its intimates concept. Chico’s also said its “cutting-edge” omniretail capabilities foster customer loyalty that drives increased sales, with 90 percent of 2015 revenues from customers in the loyalty programs.
The women’s specialty chain also included two slides, one that listed Barington’s assertions versus Chico’s counterpunch on what is the truth from the retailer’s point of view, and another that listed Barington’s talking points, with notations on whether its suggestions are misguided, misleading, underway or already done.
The chain also said it “has been and remains open to engaging in a constructive dialogue with Barington,” but also noted that the activist firm’s “unsophisticated view of our business puts the execution of our strategic plan, and delivery of real shareholder value, at risk.”
A spokesman for Barington said of the conversations between the two parties: “After privately engaging with companies for 16 years now, it becomes obvious when you are speaking with someone that has no interest in really listening.”
One bone of contention has been the naming by Chico’s of Bonnie Brooks, vice chair at Hudson’s Bay Co., to the chain’s slate of board nominees. Late Wednesday, Hudson’s Bay said Brooks would retire as vice chairman in December. Barington has raised the “conflict of interest flag” since the beginning of the proxy fight on May 24, noting some overlap as the Hudson’s Bay, Saks Fifth Avenue and Lord & Taylor nameplates are competitors of Chico’s.
James A. Mitarotonda, Barington’s chairman and ceo and one of the activist firm’s nominee to the Chico’s board, said, “We are very disappointed that Ms. Brooks’ retirement as vice chair at Hudson’s Bay Co. came only after Barington publicly challenged the Chico’s board for nominating Ms. Brooks in the first place despite her serious conflicts of interest. This is just one more example of a problem at Chico’s that is being addressed only as a result of Barington’s involvement. It is clear that the Chico’s board is in need of a fresh perspective and independent directors who are focused on doing what is necessary to enhance long-term value and protect stockholder interests.”
To further zero in on its point, Barington on Thursday released an opinion by Dr. Kimberly A. Whitler, assistant professor of marketing at the University of Virginia’s Darden School of Business, noting areas where Saks and Lord & Taylor have similar or overlapping segmentation and product characteristics with Chico’s three brands.
Chico’s in turn reiterated Thursday that neither of the nameplates under the Hudson’s Bay portfolio “are competitors in any practical sense to Chico’s FAS or any of its brands.” The retailer also said that current data and information, such as from the company’s own customer analyses and surveys, as well as “visits to customer homes and their closets to better understand the shopping habits of our consumers, show that Chico’s FAS customers overwhelmingly do not shop at Hudson’s Bay stores. In fact, these stores represent only 1.3 percent of our customer’s apparel spend.”
Whether investors believe the naming of Brooks represents a conflict of interest will be determined when they exert their voting power on July 21. Professor Charles Elson of the Weinberg Center for Corporate Governance at the University of Delaware said this particular fight over conflict of interest is one that needn’t have happened. “In the best of all worlds, if you can avoid something like this, why not? There are plenty of people in retail who would make a good director….In a proxy fight, you wouldn’t want to give anyone a quiver, and they [Chico’s] did,” Elson said.
While there are other points of contention between the two, the fight over Brooks has certainly contributed to the $5.9 million that Chico’s said it will likely spend in fighting Barington for the board seats.
Barington also has suggested that Chico’s ramp up Soma’s bricks-and-mortar presence. Unrelated to the proxy fight, CIT’s Marc Heller, president of CIT Commercial Services, as part of CIT Group’s Executive Q&A series, noted that retailers might want to close unprofitable stores and embrace e-commerce. While that point in part reflects how Millennials and teens have different shopping habits from their parents, Heller also said consumers in general are favoring experiences over products. And with more spending on restaurants, vacations and health spas, the lending executive said that’s a sign that retailers will have to re-engineer their businesses.