The Children’s Place is again urging shareholders to vote for the company’s slate of board nominees at the annual shareholders meeting next month.

The retailer on Monday sent a letter to shareholders giving its reasons why the proposed slate by two activist groups should be rejected. The two activist groups, Barington Capital and Macellum Advisors, sent a letter to the retailer agitating for change. The hedge funds, which beneficially own 1.7 percent of the outstanding common stock of the company, urged the retail to make changes, including, but not necessarily limited to, the possibility of a sale. The also pushed for independent directors to provide a fresh perspective in evaluating its performance. The hedge funds plan to name Seth Johnson and Robert L. Mettler as their nominees to the board.

In response, Norman Matthews, chairman, earlier this month said the board “has evaluated” the nominees put forth by the hedge funds and “concluded that the company’s three nominees and the other members of the board have the right combination of expertise, experience and independence.”

Matthews, Kenneth Reiss and Stanley Reynolds — the latter two are also on the audit committee — are standing for re-election to the board at the annual meeting on May 22.

In Monday’s letter to shareholders, along with the filing of its definitive proxy statement, Matthews noted that its board composition “has undergone a dramatic change over the last five years.” He spokes about how six of the eight current board members were added during that time and that two of the independent directors joined just last year. The chairman also confirmed support for Jane Elfers, the company’s chief executive officer and her team.

One of the concerns of the hedge funds, stated in their March letter to The Children’s Place board and a reason for their lack of confidence in the current management team, was that “EBITDA has declined 26 percent to $156.1 million for the 12 months ended Nov. 1, from the $210.7 million for the fiscal year ended January 2011, the time period under which Elfers was ceo.”

Matthews in his letter to shareholders noted the ongoing transformation of the company, including an update of the merchandise assortment and the continuing implementation of a technology transformation plan, as well as optimization of the company’s store fleet. Internationally, the company opened stores last year in Israel and Panama, and signed new franchise agreements with partners in Latin America and India, ending the year with five international partners and 72 franchise stores.

In asking shareholders to vote the “White” proxy card in favor of the board slate of nominees, Matthews also pointed out that the company has made the improvements against a challenging backdrop in retail. He reminded shareholders that in fiscal 2014 nine U.S. specialty retailers filed for Chapter 11 bankruptcy court protection, with four filings in the fourth fiscal quarter. Further, in the children’s space, the chairman said The Gymboree Corp., Justice and P.S. from Aeropostale have all “experienced significant declines in comparable retail sales and margin deterioriation,” with P.S. from Aeropostale exiting all of its mall-based stores last year. He also noted that in 2014, the company “outperformed our peer group and recorded positive comparative store sales, including 3.7 percent for the fourth quarter.”

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