Sports Direct, which owns 9 percent of the shares of Iconix Brand Group, nominated four candidates for the licensing company’s board of directors while asserting that Iconix’s current leadership is mismanaging the company.
The four individuals being nominated are Ron McPherson, Howard Moher, Mark Hunter and Daniel Dienst. In a statement, Sports Direct said the move is in line with Sports Direct’s commitment to actively participate in its strategic investments.
Sports Direct issued the following statement:
“As significant and long-term Iconix stockholders, we have seen first-hand how the numerous operational and strategic decisions initiated by the company have resulted in severe value destruction for its investors. The company’s stark drop in share price (currently trading at under $0.701), substantial debt load relative to revenues (with more than $800 million in outstanding principal obligations as of Q1 20182) and the loss of major direct-to-retail licensing agreements with major retailers all demonstrate the failures of the current Board and management.
“Given these serious concerns, we have made a number of attempts to engage constructively with Iconix, but this has unfortunately led nowhere. We can no longer stand by while Iconix’s Board and management continue along this unsustainable path. We have nominated four highly qualified individuals for election as directors. These nominees have an in-depth understanding of the operational challenges facing the company; three of the four are seasoned executives affiliated with Sports Direct and all four of our nominees are veterans of the retail and brand licensing industries. We believe that reorganizing the Board with highly qualified experts is a critical first step to unlocking the company’s latent value.
“Our nominees are fully committed to undertaking a strategic evaluation of the current business and opportunities that exist with the goal of driving significant value for all stockholders and improving governance and transparency–which the incumbent Board has failed to do over a number of years. Iconix’s history of underperformance and its lack of a coherent strategy to reverse this recent unacceptable loss of stockholder value illustrates the need for significant change at the Board level.”
Sports Direct’s nominees for Iconix’s Board of Directors are:
- Ronald McPherson, president and CEO of The Antigua Group, Inc., an affiliate of Sports Direct International plc. McPherson has been an employee of Antigua for nearly four decades as it has grown into a leading designer and marketer of men’s, women’s and children’s lifestyle apparel and sportswear. He has also served as a board member for the Golf Manufacturers and Distributors Association and for The Samaritan Foundation/Banner Health Foundation.
- Howard Moher, CEO of SDI USA LLC, SDI Stores USA LLC, Mountain Sports LLC and Bobs Stores USA LLC, ultimate subsidiaries of Sports Direct International plc and operators of the Bobs Stores and Eastern Mountain Sports retail and web businesses. Moher took on the role of CEO after leading the transaction by Sports Direct International plc to purchase the Bobs Stores and Eastern Mountain Sports from Versa Capital in 2017. Under his leadership, Moher is successfully managing their restructuring and turnaround. Prior to taking on his role as CEO, Moher worked in various capacities for Sports Direct International plc for over a decade. He is also the chairman of the board of Leisurewear International Ltd., owners of the Minoti brand. Moher is a non-executive director of Technology Rentals Ltd, a leading UK leaser of IT equipment to the education sector.
- Mark Hunter, acting CEO and CFO of Everlast Worldwide, Inc., an affiliate of Sport Direct International plc. Everlast is the world’s leading manufacturer, marketer and licensor of boxing, MMA and fitness equipment. Prior to taking on this role in 2017, Hunter served as executive vice president of finance, supply chain, planning & e-commerce at Everlast from 2012 to 2017. Hunter is also an officer of both SDI Holdings USA Inc. and SDI Sports Group America, Inc., affiliates of Sport Direct International plc.
- Daniel Dienst, founder and managing member of D2Quared LLC and former director and CEO of Martha Stewart Living Omnimedia Inc., where he led the turnaround of the brand and orchestrated its successful sale in 2015 to Sequential Brands, Inc. for $353 million.
Sports Direct’s sporting and fashion brands include Donnay, Slazenger, Firetrap, Everlast, Kangol, Karrimor and Lonsdale.
In response, Iconix said it will review Sports Direct’s notice and consider the nominations in due course. The Board will present its formal recommendation regarding director nominees in the company’s definitive proxy statement and other materials, to be filed with the Securities and Exchange Commission and mailed to all shareholders eligible to vote at the 2018 Annual Meeting.
The company noted that it has a long history of actively engaging with its shareholders, including Sports Direct.
Iconix’s statement added, “In fact, members of Iconix’s senior management team and Board have held numerous discussions with Sports Direct over the past several years to listen to their feedback regarding the company’s strategic direction and plans to enhance shareholder value. Despite Iconix’s efforts to maintain a constructive dialogue, Sports Direct is effectively seeking control of the company without paying a control premium.
“The Iconix Board comprises eight highly-qualified directors, six of whom are independent and three of whom were appointed in the past three years. The Board believes that all of its directors possess significant experience relevant to the company’s business, including directors with global experience as well as a deep understanding of the company’s strategy and operations, strong business and financial acumen, a proven record of accomplishment, public company senior executive, director and corporate governance experience. Iconix’s directors also bring to the company expertise across a wide range of disciplines and relevant industries critical to Iconix’s business, including brand building and brand management, corporate strategy, consumer marketing, licensing and retail.
“The company looks forward to maintaining an open dialogue with all shareholders over the coming months.”
Iconix Brand Group, Inc. owns, licenses and markets a portfolio of consumer brands including: Candie’s, Bongo, Joe Boxer, Rampage, Mudd, Mossimo, London Fog, Ocean Pacific, Danskin, Rocawear, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Zoo York, Umbro, Lee Cooper, Ecko Unltd., Marc Ecko, Artful Dodger and Hydraulic. In addition, Iconix Owns Interests In The Material Girl, Ed Hardy, Truth Or Dare, Modern Amusement, Buffalo and Pony brands.