Arkhouse Terminates Proxy Contest as Two of its
Nominees Added to Board and Finance Committee
Company Implements Previously Announced Board
Changes as Tony Spring Assumes Chairman Role and Douglas W. Sesler
Joins Board
Company Continues Engagement with Arkhouse and
Brigade Regarding their Proposal
Macy’s, Inc. (NYSE: M) today announced the appointment of two
new independent directors, Richard (Ric) Clark and Richard (Rick)
L. Markee, to its Board of Directors (the “Board”), effective
immediately. The appointments of Clark and Markee follow the
Board’s engagement with Arkhouse Management Co. LP (“Arkhouse”),
resulting in the withdrawal of its director nominations.
The Company is also implementing previously announced changes to
its Board, effective immediately. Tony Spring, chief executive
officer and chairman-elect of Macy’s, Inc., has assumed the
chairman role. In addition, Douglas (Doug) W. Sesler, whose
nomination to stand for election to the Board at the 2024 annual
meeting of shareholders was announced on March 14, 2024, has been
appointed as an independent director. These changes follow the
planned retirements of Jeff Gennette and Frank Blake from the
Macy’s, Inc. Board.
“We are pleased to welcome Ric and Rick to the Board as we
advance our efforts to deliver value for shareholders,” said Tony
Spring, chairman and chief executive officer of Macy’s, Inc. “Ric
and Rick bring leadership experience as well as valuable real
estate and retail industry expertise, respectively, that is
complementary to that of our other Board members. We are confident
the Company will benefit from their additional perspectives in
addition to those of Doug who also joins our Board today. I look
forward to working with all my fellow directors as I step into the
role of chairman. At the same time, I want to extend the Board’s
appreciation for Jeff’s and Frank’s many valuable contributions
throughout their years of service. We wish them all the best.”
“The Macy’s, Inc. Board is committed to acting in the best
interests of all Macy’s, Inc. shareholders, and the composition of
our Board is something we take seriously,” said Paul Varga, lead
independent director of Macy’s, Inc. “We are thrilled to have Tony
serving as chairman moving forward, which completes our previously
announced company and Board leadership succession plan. Further,
adding Ric and Rick, along with Doug, our other recently announced
new director, to the Board will provide us with a valuable mix of
expertise as we continue to oversee the Company’s strategic
direction.”
In connection with the Clark and Markee appointments, the
Company has entered into an agreement with Arkhouse and its
affiliates that provides for the withdrawal of Arkhouse’s director
nominations, among other customary provisions. Clark and Markee
will join the Board’s Finance Committee, which in addition to its
existing responsibilities, will oversee the evaluation of and make
recommendations to the full Board regarding the acquisition
proposal submitted by Arkhouse and Brigade Capital Management, LP
(“Brigade”). The agreement between the Company and Arkhouse will be
filed on a Form 8-K with the Securities and Exchange
Commission.
Following today’s Board appointments and retirements, the
Macy’s, Inc. Board comprises 15 directors, 14 of whom are
independent.
Update on Previously Disclosed Acquisition Proposal
The Macy’s, Inc. Board is continuing to engage with Arkhouse and
Brigade regarding their proposal to acquire the Company. As
previously disclosed, the Board entered into a confidentially
agreement with Arkhouse and Brigade to facilitate their access to
confidential due diligence information. The Company has since begun
to provide Arkhouse and Brigade with certain confidential due
diligence information, and that process remains ongoing.
The Board is open-minded about the best path to create
shareholder value and is committed to continuing to take actions
that it believes are in the best interests of the Company and all
Macy’s, Inc. shareholders.
Advisors
Bank of America Securities and Wells Fargo are acting as
financial advisors and Wachtell, Lipton, Rosen & Katz is acting
as legal advisor to the Company.
About Richard (Ric) Clark
Ric Clark possesses nearly four decades of real estate, mergers
and acquisitions and capital markets experience. He is Co-Founder
and Managing Partner of WatermanCLARK, a vertically integrated real
estate investment and operating company. Prior to his current role,
Clark spent three decades at Brookfield Corp. and its predecessors,
serving in various leadership roles, including Chairman and Chief
Executive Officer of Brookfield Property Group, Brookfield Property
Partners and Brookfield Office Properties. Under his leadership,
Brookfield’s real estate group grew its assets under management
from $5 billion to more than $200 billion and expanded globally in
office, multifamily, industrial, hotel and retail real estate.
Clark also currently serves as Chairman of the Alliance for
Downtown New York and the Downtown-Lower Manhattan Association and
serves on several real estate executive committees. He holds a
Bachelor of Science in Business from Indiana University of
Pennsylvania.
About Richard (Rick) L. Markee
Rick Markee has extensive retail leadership experience both as
CEO and as a director on numerous public company boards. Markee
previously served in various roles at Vitamin Shoppe, Inc.,
including as Non-Executive Chairman, Executive Chairman and Chief
Executive Officer. Earlier in his career, he also held senior
positions at Toys “R” Us, Inc., including Vice Chairman, and
President of Babies “R” Us and Toys “R” Us U.S. Markee currently
serves on the board of Five Below, Inc. and previously served as a
director of Collective Brands, Inc., the Sports Authority, Inc.,
Dorel Industries Inc. and Pet Supplies Plus. He holds a Bachelor of
Arts from the University of Wisconsin.
About Macy’s, Inc.
Macy’s, Inc. (NYSE: M) is a trusted source for quality brands
through our iconic nameplates – Macy’s, Bloomingdale’s and
Bluemercury. Headquartered in New York City, our comprehensive
digital and nationwide footprint empowers us to deliver a seamless
shopping experience for our customers. For more information, visit
macysinc.com.
Forward-Looking Statements
All statements in this press release that are not statements of
historical fact are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such
statements are based upon the current beliefs and expectations of
Macy’s, Inc.’s management and are subject to significant risks and
uncertainties. Actual results could differ materially from those
expressed in or implied by the forward-looking statements contained
in this release because of a variety of factors, including Macy’s,
Inc.’s ability to successfully implement A Bold New Chapter
strategy, including the ability to realize the anticipated benefits
within the expected timeframe or at all, conditions to, or changes
in the timing of proposed real estate and other transactions,
prevailing interest rates and non-recurring charges, the effect of
potential changes to trade policies, store closings, competitive
pressures from specialty stores, general merchandise stores,
off-price and discount stores, manufacturers’ outlets, the Internet
and catalogs and general consumer spending levels, including the
impact of the availability and level of consumer debt, possible
systems failures and/or security breaches, the potential for the
incurrence of charges in connection with the impairment of
intangible assets, including goodwill, declines in credit card
revenues, Macy’s, Inc.’s reliance on foreign sources of production,
including risks related to the disruption of imports by labor
disputes, regional or global health pandemics, and regional
political and economic conditions, the effect of weather,
inflation, and labor shortages, the amount and timing of future
dividends and share repurchases, our ability to execute on our
strategies or achieve expectations related to environmental,
social, and governance matters, and other factors identified in
documents filed by the company with the Securities and Exchange
Commission, including under the captions “Forward-Looking
Statements” and “Risk Factors” in the company’s Annual Report on
Form 10-K for the year ended February 3, 2024. Macy’s, Inc.
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240409116703/en/
Media – Chris Grams communications@macys.com
Leigh Parrish / Arielle Rothstein lparrish@joelefrank.com
arothstein@joelefrank.com (212) 355-4449
Investors – Pamela Quintiliano investors@macys.com
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