COOPERATION, ANYONE?: Iconix Brand Group Inc. and Sports Direct International have reached a cooperation agreement in which the latter can appoint two board members.
Separately, Iconix also will do an operational review of the company’s business. The board members selected by Sports Direct will be part of the committee conducting the internal review.
The two are James Marcus, a current board member, and Justin Barnes of IBSL Consultancy Ltd. The two also agreed that the board will be composed of no more than seven members after the 2018 annual meeting of shareholders.
The meeting won’t be held on Aug. 2 as planned, but will be held this year by Oct. 1. They delay allows the company time to prepare proxy materials containing the full board slate of those standing for election. The two also agreed that in addition to Marcus and Barnes, shareholders will vote on a board slate that includes current executive chairman and interim chief executive officer Peter Cuneo, Drew Cohen, Mark Friedman and Sue Gove.
According to a regulatory filing, Iconix said Sports Direct has agreed to vote all of its shares in favor of the director nominees at the upcoming annual meeting. Sports Direct also has agreed to certain other customary standstill and voting commitments.
Further, Iconix has established an ad hoc Steering Committee to conduct an operational review of the company’s business. Members of this committee include Barnes and Marcum, as well as Cuneo, Friedman and Gove. The sixth person on the committee will be the company’s permanent ceo, once that individual is identified and appointed, the company said.
Cuneo, who continues as executive chairman, took on the role of interim ceo last month after former ceo John N. Haugh resigned.