Commits to Implementing Governance
Enhancements
L Brands, Inc. (NYSE: LB) today announced its slate of director
nominees for election to the board of directors at the company’s
2019 Annual Meeting of Stockholders, which includes three
independent directors with considerable expertise in business,
finance, governance and leadership, as well as L Brands’ founder,
chairman and chief executive officer, Leslie H. Wexner. Joining
incumbent directors Patricia S. Bellinger and Wexner on the
company’s slate are Anne Sheehan and Sarah E. Nash. If the
company’s slate of director nominees is elected at the 2019 Annual
Meeting, more than 40 percent of the L Brands board will be women.
Additionally, the L Brands board has unanimously
committed to submitting and recommending that stockholders vote in
favor of proposals at the company’s 2020 Annual Meeting of
Stockholders to declassify the board immediately, so that all
directors will stand for election at the company’s 2021 Annual
Meeting of Stockholders, and to eliminate the company’s
supermajority voting requirements.
“We are pleased to nominate Anne and Sarah as
new independent directors and believe the addition of fresh
perspectives to our board will be beneficial to L Brands, its
businesses and the actions underway to improve performance and
support our growth,” said Allan R. Tessler, lead independent
director and chair of the board’s Nominating and Governance
Committee. “Anne and Sarah bring governance and financial expertise
and public company board experience that will be invaluable to the
board and management team. Further, we believe the governance
enhancements we are committed to making will ensure our board best
serves the interests of our stockholders.”
The company also announced today that it has
entered into an agreement with Barington Capital Group, L.P. and
Barington Companies Equity Partners, L.P. (collectively,
“Barington”), pursuant to which Barington has agreed to vote all of
its shares in favor of L Brands’ nominees at the 2019 Annual
Meeting and agreed to customary provisions. Under the agreement,
Barington Capital Group, L.P. will serve as special advisor to L
Brands.
Tessler continued, “We appreciate Barington’s
role in providing valuable input on director nominations and
corporate governance, and we look forward to benefitting from its
experience and role as special advisor as we work together to drive
L Brands’ growth and future success.”
James A. Mitarotonda, chairman and chief
executive officer of Barington said, “We are pleased to have
reached this collaborative agreement with the L Brands board and
management team. We are aligned in our belief that there are
significant opportunities to continue to drive improved financial
results, and look forward to working closely with the company and
the board toward our shared goal of enhancing long-term stockholder
value.”
Wexner said, “L Brands is committed to creating
long-term value for all L Brands stockholders by delivering growth,
strengthening our financial performance and building on our leading
market positions. We will continue to take actions that we believe
will enable us to achieve these important objectives.”
ABOUT ANNE SHEEHAN:Anne Sheehan
is the Chair of the Securities and Exchange Commission’s Investor
Advisory Committee. From 2008 until 2018, Sheehan served as the
Director of Corporate Governance at The California State Teachers’
Retirement System (CalSTRS), the largest educator-only pension fund
in the world and the second largest pension fund in the United
States. She previously served as the Chief Deputy Director
for Policy at the California Department of Finance from 2004 to
2008 and as Executive Director at the California Building Industry
Foundation from 2000 to 2004. Sheehan is a founder of the Investor
Stewardship Group and serves on the Advisory Board of the Weinberg
Center for Corporate Governance at the University of Delaware.
ABOUT SARAH E. NASH:Sarah Nash
is the Chair of the Board and Chief Executive Officer of privately
held Novagard Solutions, a manufacturer of silicone sealants,
coatings, foam and thermal products, and has held this position
since 2018. Nash spent nearly 30 years in investment banking at
JPMorgan Chase & Co. (and predecessor companies), retiring as
Vice Chairman, Global Investment Banking, in 2005. Nash currently
serves on the board of Blackbaud, Inc., a software company
providing technology solutions for the not-for-profit industry, and
has done so since 2010, on the board of Knoll, Inc., a designer and
manufacturer of lifestyle and workplace furnishings, textiles and
fine leathers, and has done so since 2006 and on the board of
privately held Irving Oil Company, and has done so since 2012. Nash
previously served as a director of Merrimack Pharmaceuticals, Inc.,
a biopharmaceutical company, from 2006 until 2014. Nash is a
trustee of the New York-Presbyterian Hospital, a member of the
National Board of the Smithsonian Institution and Chairman of the
International Advisory Board of the Montreal Museum of Fine
Arts.
ABOUT BARINGTON CAPITAL GROUP,
L.P.:Barington Capital Group, L.P. is a fundamental,
value-oriented activist investment firm founded in January 2000 by
James A. Mitarotonda. Barington invests in undervalued publicly
traded companies that it believes can appreciate significantly in
value when substantive improvements are made to their operations,
corporate strategy, capital allocation and 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 stockholder
value. Barington has significant experience investing in
consumer-focused companies, with prior investments in companies
such as The Children’s Place, Dillard’s, The Jones Group, Warnaco,
Nautica, The Pep Boys, Steven Madden, Avon Products and Darden
Restaurants.
ABOUT L BRANDS: L Brands, through Victoria’s
Secret, PINK and Bath & Body Works, is an international
company. The company operates 2,943 company-owned specialty
stores in the United States, Canada, the United Kingdom and Greater
China, and its brands are also sold in more than 650 franchised
locations worldwide. The company’s products are also available
online
at www.VictoriasSecret.com and www.BathandBodyWorks.com.
Safe Harbor Statement Under the Private Securities
Litigation Reform Act of 1995We caution that any
forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995) contained in this press
release or made by our company or our management involve risks and
uncertainties and are subject to change based on various factors,
many of which are beyond our control. Accordingly, our future
performance and financial results may differ materially from those
expressed or implied in any such forward-looking statements. Words
such as “estimate,” “project,” “plan,” “believe,” “expect,”
“anticipate,” “intend,” “planned,” “potential” and any similar
expressions may identify forward-looking statements. Risks
associated with the following factors, among others, in some cases
have affected and in the future could affect our financial
performance and actual results and could cause actual results to
differ materially from those expressed or implied in any
forward-looking statements included in this press release or
otherwise made by our company or our management:
- general economic conditions, consumer confidence, consumer
spending patterns and market disruptions including severe weather
conditions, natural disasters, health hazards, terrorist
activities, financial crises, political crises or other major
events, or the prospect of these events;
- the seasonality of our business;
- the dependence on mall traffic and the availability of suitable
store locations on appropriate terms;
- our ability to grow through new store openings and existing
store remodels and expansions;
- our ability to successfully expand internationally and related
risks;
- our independent franchise, license and wholesale partners;
- our direct channel businesses;
- our ability to protect our reputation and our brand
images;
- our ability to attract customers with marketing, advertising
and promotional programs;
- our ability to protect our trade names, trademarks and
patents;
- the highly competitive nature of the retail industry and the
segments in which we operate;
- consumer acceptance of our products and our ability to manage
the life cycle of our brands, keep up with fashion trends, develop
new merchandise and launch new product lines successfully;
- our ability to source, distribute and sell goods and materials
on a global basis, including risks related to:
- political instability, significant health hazards,
environmental hazards or natural disasters;
- duties, taxes and other charges;
- legal and regulatory matters;
- volatility in currency exchange rates;
- local business practices and political issues;
- potential delays or disruptions in shipping and transportation
and related pricing impacts;
- disruption due to labor disputes; and
- changing expectations regarding product safety due to new
legislation;
- our geographic concentration of vendor and distribution
facilities in central Ohio;
- fluctuations in foreign currency exchange rates;
- stock price volatility;
- our ability to pay dividends and related effects;
- our ability to maintain our credit rating;
- our ability to service or refinance our debt;
- shareholder activism matters;
- our ability to retain key personnel;
- our ability to attract, develop and retain qualified associates
and manage labor-related costs;
- the ability of our vendors to deliver products in a timely
manner, meet quality standards and comply with applicable laws and
regulations;
- fluctuations in product input costs;
- our ability to adequately protect our assets from loss and
theft;
- fluctuations in energy costs;
- increases in the costs of mailing, paper and printing;
- claims arising from our self-insurance;
- liabilities arising from divested businesses;
- our ability to implement and maintain information technology
systems and to protect associated data;
- our ability to maintain the security of customer, associate,
third-party or company information;
- our ability to comply with regulatory requirements;
- legal and compliance matters; and
- tax, trade and other regulatory matters.
We are not under any obligation and do not intend to make
publicly available any update or other revisions to any of the
forward-looking statements contained in this press release to
reflect circumstances existing after the date of this report or to
reflect the occurrence of future events even if experience or
future events make it clear that any expected results expressed or
implied by those forward-looking statements will not be
realized.
For further information, please
contact:
Investor Relations
Amie Preston
(614)
415-6704
apreston@lb.com
Media RelationsTammy Roberts Myers (614)
415-7072communications@lb.com
L Brands (NYSE:LB)
Historical Stock Chart
From Mar 2024 to Apr 2024
L Brands (NYSE:LB)
Historical Stock Chart
From Apr 2023 to Apr 2024