NEW YORK, May 24, 2016 /PRNewswire/ -- Barington
Capital Group, L.P. announced today that one of its affiliates has
formally notified Chico's FAS, Inc. (NYSE: CHS) of its intention to
seek the election of directors to the Board of Directors of Chico's
at the Company's 2016 Annual Meeting of Stockholders. The
Annual Meeting, which was initially scheduled to be held on
June 16, 2016, has been postponed by
the Company until July 21,
2016.
Barington, which has been investing in Chico's since
December 2013 and beneficially owns
approximately 1.4% of its outstanding common stock, believes that
the Company has failed to create meaningful long-term value for
stockholders. Chico's common stock is down approximately 77%
from its all-time high of $48.90 per
share on February 21, 2006, and, as
indicated in the table below, has significantly underperformed its
peers and the market as a whole over the past one, three, five and
ten-year periods:1
|
1 Year
(5/20/15-5/20/16)
|
3 Years
(5/20/13-5/20/16)
|
5 Years
(5/20/11-5/20/16)
|
10 Years
(5/22/06-5/20/16)
|
Chico's
|
(33.4%)
|
(40.5%)
|
(14.5%)
|
(60.9%)
|
Peers
|
(25.2%)
|
(24.4%)
|
(3.5%)
|
29.8%
|
S&P 500 Apparel Retail Index
|
(6.0%)
|
24.0%
|
106.6%
|
210.9%
|
S&P 500 Specialty Retail Index
|
3.3%
|
46.3%
|
140.1%
|
135.9%
|
S&P 500 Index
|
(1.3%)
|
31.2%
|
71.5%
|
101.4%
|
Russell 2000 Index
|
(10.2%)
|
16.1%
|
43.9%
|
78.4%
|
Barington has been communicating privately with the Company
since March 2016. During this time, it has shared its views
that the Company should reduce its substantial corporate overhead
and significantly decrease its advertising and other SG&A
expenses (both of which, as a percentage of sales, are among the
highest of its specialty retailer peers). In an apparent
recognition of Barington's concerns, Chico's has since taken steps
to decentralize its marketing functions and expects to achieve
approximately $14 million in
annualized cost savings. While Barington generally supports
this action, Barington believes that more significant reductions in
marketing expenses are needed and can be accomplished while still
growing sales. Barington further believes that Chico's should
improve execution and corporate strategy at each of its three
businesses in order to capitalize on opportunities in the
relatively untapped market segment the Company serves.
Finally, it is Barington's belief that the Company should improve
its corporate governance and executive compensation practices in
order to better align management and stockholder interests.
To ensure that stockholders are represented by directors with
the requisite experience and fiscal discipline to help implement
Barington's recommendations, Barington intends to seek the election
of two highly qualified individuals to the Company's nine-member
Board of Directors. If elected, Barington's nominees intend
to work constructively with the other members of the Chico's Board
to seek to improve the Company's long-term financial performance
while ensuring that stockholder interests are adequately
protected. Barington is convinced that if the Company were
more effectively managed and corporate overhead and SG&A
expenses were reduced to levels comparable to its peers, Chico's
could more than double its earnings per share in three years.
Barington's nominees are:
James
A. Mitarotonda – Mr. Mitarotonda, 62, is the Chairman,
President and Chief Executive Officer of Barington Capital Group,
L.P. Mr. Mitarotonda is an experienced public company
director who has helped numerous public companies improve their
long-term financial performance, corporate governance and executive
compensation practices. He is currently a director of A.
Schulman, OMNOVA Solutions, Inc., The Eastern Company and
Barington/Hilco Acquisition Corp. He has also served as a
director of The Jones Group, Ameron International, Griffon
Corporation, Gerber Scientific, Register.com, Inc. and The Pep Boys
– Manny, Moe & Jack, among other companies.
Janet
E. Grove – Ms. Grove, 65, has over 40 years
of retail industry experience. From 2003 to 2011, she was the
Vice Chairman of Macy's, Inc., a leading department store
chain. She has also served as Chairman and Chief Executive
Officer of Macy's Merchandising Group, where she was responsible
for designing, sourcing, marketing and merchandising Macy's private
branded products and managing key vendor relationships.
About Barington Capital
Group:
Barington Capital Group, L.P. is a fundamental, value-oriented
activist investment firm that was established by James A. Mitarotonda in January 2000. Barington invests in
undervalued publicly traded companies that Barington believes can
appreciate significantly in value as a result of a change in
corporate strategy or improvements in operations, capital
allocation or corporate governance. Barington's investment
team, advisors and network of industry experts draw upon their
extensive strategic, operating and boardroom experience to assist
companies in designing and implementing initiatives to improve
long-term shareholder value. Barington has substantial
experience investing in retail and other consumer-focused
companies, with prior investments in Dillard's, The Children's
Place, The Jones Group, Warnaco, Nautica, Steve Madden, Payless ShoeSource, Stride Rite,
Collective Brands, Maxwell Shoe,
Avon Products, Lone Star Steakhouse, Darden Restaurants and
Harry Winston, among others.
Barington intends to make a preliminary filing with the
Securities and Exchange Commission (the "SEC") of a proxy statement
and an accompanying WHITE proxy card to be used to solicit votes
for the election of its nominees at the 2016 Annual Meeting of
Stockholders of Chico's FAS, Inc., a Florida corporation.
The following persons are anticipated to be, or may be deemed to
be, participants in any such proxy
solicitation: Barington Companies Equity Partners, L.P.,
Barington Companies Investors, LLC, Barington Capital Group, L.P.,
LNA Capital Corp., James A.
Mitarotonda, Janet E. Grove,
Hilco, Inc., Joseph Gromek, SMS
Capital, LLC, Thor ECM LLC and JM Cohen Long-Term Investment Fund,
L.P.
BARINGTON STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ SUCH PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO
THE PARTICIPANTS IN THE PROXY SOLICITATION. SUCH PROXY
STATEMENT, WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, STOCKHOLDERS MAY ALSO OBTAIN
A COPY OF THE PROXY STATEMENT, WHEN FILED, WITHOUT CHARGE, BY
CONTACTING BARINGTON'S PROXY SOLICITOR, OKAPI PARTNERS LLC, AT ITS
TOLL-FREE NUMBER: (877) 566-1922 OR AT INFO@OKAPIPARTNERS.COM.
INFORMATION REGARDING THE DIRECT OR INDIRECT INTERESTS OF
CERTAIN PARTIES ANTICIPATED TO BE, OR WHO MAY BE DEEMED TO BE,
PARTICIPANTS IN ANY SUCH PROXY SOLICITATION IS AVAILABLE IN THE
SCHEDULE 14A FILED BY BARINGTON AND OTHERS WITH THE SEC ON
MAY 24, 2016, A COPY OF WHICH MAY BE
OBTAINED AT NO CHARGE ON THE SEC'S WEBSITE AT
HTTP://WWW.SEC.GOV.
(1) Source: S&P
Capital IQ. Returns are calculated assuming the reinvestment
of dividends. The Company's peers, as identified in its 2015
Proxy Statement, include Abercrombie & Fitch Co., American
Eagle Outfitters, Inc., Ascena Retail Group, Inc., Caleres, Inc.,
Coach, Inc., DSW Inc., Express, Inc., The Finish Line, Inc., Foot
Locker, Inc., Genesco Inc., Guess?, Inc., L Brands, Inc., The
Buckle, Inc., The Children's Place, Inc., The Gap, Inc. and Urban
Outfitters, Inc. Excludes Aéropostale, Inc., which was
delisted by the New York Stock Exchange, and Ann Inc., which was
acquired by Ascena in August 2015.
|
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SOURCE Barington Capital Group, L.P.