Macy’s has named two independent directors to its board, Ric Clark and Rick Markee, following pressure from activist investor Arkhouse Management. This move comes after a proxy fight by Arkhouse to replace most of the board and acquire the iconic chain. The directors will join the finance committee and oversee the evaluation and recommendations regarding the acquisition proposal submitted by Arkhouse and Brigade Capital Management, LP. Macy’s rejected the initial acquisition proposal in January, citing concerns about the financing plan and a lack of compelling value.
In March, Arkhouse Management and Brigade Capital Management increased their offer to acquire Macy’s to $6.6 billion, up from a previous offer of $5.8 billion in January. The investment firms proposed an all-cash deal of $24 per share for the remaining shares they don’t already own. Macy’s rejected the earlier deal and expressed reservations about the financing plan and perceived lack of value. The board is now engaging with Arkhouse and Brigade on their buyout proposal and has provided them with confidential information for due diligence, showing an openness to creating shareholder value.
The appointment of Ric Clark and Rick Markee to Macy’s board and finance committee is seen as a positive step by Arkhouse Management. The managing partners at Arkhouse, Gavriel Kahane and Jonathon Blackwell, indicated that the discussions with Macy’s will continue constructively and that their proposal will be treated seriously and promptly. Clark brings decades of experience in real estate, mergers and acquisitions, and capital markets, while Markee has extensive retail leadership experience as a CEO and director. CEO Tony Spring has assumed the chairman role, and Douglas W. Sesler has joined the board as an independent director.
These changes in the Macy’s board composition follow the planned retirements of Jeff Gennette and Frank Blake. With 15 directors on the board, 14 of whom are independent, Macy’s is taking steps to ensure transparency and accountability in its decision-making processes. The board is committed to acting in the best interests of all Macy’s shareholders, as stated by lead independent director Paul Varga. Macy’s shares rose slightly in morning trading following the announcement of the new board appointments and retirements. The board remains open-minded about the acquisition proposal and creating shareholder value through strategic decisions and discussions with Arkhouse and Brigade.
