Another activist group, led by former senior executives at Wal-Mart and Vans, have launched a website, www.SaveBig5.com, and sent out a press release urging shareholders to vote for them to fill two vacant seats on the board.
The activists efforts come after Big 5 in 2015 expanded its board of directors from six to eight members to accommodate the new nominees from activist investors.
In the new press release, the group of investors working with Johnson Fistel, LLP, The Concerned Shareholders of Big 5 Group (CSB5 Group) stated it believes “these are desperate times” for Big 5 Sporting Goods Corporation (BGFV). Shares are now trading at all-time historic low prices.”
The CSB5 Group is proposing that Big 5’s board of directors consider Mel Redman (former Wal-Mart senior executive) and Jeff Moore (former Vans senior executive) to fill the two vacant seats on the Board. To date, CSB5 said Big 5’s Board has not agreed to even consider them as candidates. CSB5 stated, “If you are a shareholder and want to help save Big 5, please visit www.SaveBig5.com or provide your information below.”
The CSB5 Group’s most recent correspondence to the Board follows:
“As stated previously, I am working with a group of investors (the “Group”) with extensive experience in the retail industry who have taken a stock position in Big 5 because they believe there is significant opportunities to increase shareholder value as Big 5 is deeply undervalued, especially considering its earning potential. As we have discussed previously, the members of the Group wanted to meet with the Board to discuss their ideas that could save Big 5 before it’s too late. The members requested the Board agree to a confidentiality agreement pursuant to which their identities would not be disclosed to the public. The Board declined.
“Shares of Big 5 are now trading at all-time historic low prices and the Company recently warned that it will suffer losses through the holiday-season. We believe these are desperate times for Big 5 and again renew our request that the Board meet with the Group and consider them as candidates to fill the vacant Board seats. Toward that end, they have agreed to provide you with their background.
“Mel Redman has nearly 50 years of experience in the off-price retail industry and would be an extraordinary addition to the Board. He had a distinguished career with Wal-Mart Stores, Inc. Starting in 1976, he served in a variety of management positions. Then served as Senior Vice President, Store Planning and Operations Systems – responsible for 4 Regional Vice Presidents, 57 District Managers, 427 Store Managers, and 180,000 Associates who generated $20 billion (U.S.) in annual sales. From 1990 to 1994, as Senior Vice President US Store Planning and Operations Systems, Mr. Redman was responsible for all phases of the store development process including new stores, relocations, expansions, and remodeling including merchandise, fixtures, planning, budgeting, recruiting, and training associates with 2,000 Wal-Mart, Supercenter, and Sam’s Wholesale Club initiatives. Mr. Redman has also served on the Board of Directors of Modell’s Sporting Goods, MSC Industrial Supply, Knoodle Kidoodle Toys, Little Giant Ladder Co., and Win-Holt Mfg.
“Jeff Moore also has extensive retail experience, particularly in the shoe industry. His experience and insight into the retail shoe industry would be an ideal addition to the Board. From July 2005 through August 2010, Mr. Moore was the Executive Vice President and a Director for Vans. In August 2010 through February 2018 he was the Global President for REEF.
“Scott P. MacDonald is also a member of the Group with decades of retail experience. More specifically, Mr. McDonald is a retail-operations executive accomplished at creating revenue opportunities, designing process improvement and efficiencies, and inspiring innovation and engagement in complex organizations. From 2007 through 2017 he had several executive positions, including Vice President, at Dressbarn, Inc. where transformed operations of 50+ year old, stagnant retailer into a forward looking, efficient organization focused on identifying sales opportunities and constantly driving operating efficiencies. From 1994 through 2007 he has held executive of director positions at other retail stores such as Ollie’s Bargain Outlet, Inc. and Factory 2-U Stores, Inc.
“As you know, I am also a member of the Group and the managing partner of Johnson Fistel, LLP, a nationally recognized law firm for creating corporate governance reforms at publicly traded companies. Prior to forming my own law firm in 2004, I was a partner at Sheppard, Mullin, Richter & Hampton, LLP, an 800-lawyer international law firm. In its March 2018 edition, San Diego Magazine recognized me as one of the Top Lawyers in San Diego. Each year, San Diego Magazine compiles a list, based on peer reviews, of local lawyers who have reached the highest levels of ethical standards and professional excellence. This year, I was one of only six lawyers in Complex Litigation in San Diego the magazine listed. I received his Juris Doctor degree from Washington University School of Law in 1994, where he was in the top 10% of his class while in attendance. I received my Bachelor of Science degree in Business Administration with an emphasis in Finance from San Diego State University in 1990, where I graduated second in my class major, with honors and summa cum laude.
“We believe the Group’s experience can add great value to the Based, particularly in its current predicament. In addition, based upon our review of the biographical background of the current members of the Board, there is a lack of retail experience. We believe that there are several opportunities that the Company is missing, as alluded to in prior correspondence. The addition of Mr. Redman and Mr. Moore to the Board could have momentous and remarkable returns for the benefit of the Company.
“Kindly let me know if the Board will entertain a discussion with any members of the Group concerning filling the vacant Board seats, improvements to the corporate governance, or our ideas on how to help turn the Company back to a prosperous company.”
The group sent out a press release in May from Johnson Fistel indicating it had sent a letter to Big Five Sporting Goods’ board of directors asserting the sporting good chain’s share are “undervalued and represent an attractive investment opportunity,” according to a press release from the law firm Johnson Fistel. At the time, the group wasn’t seeking board seats and had not identified that Moore, MacDonald or Redman were involved with the group.
Big 5 also faced activist investor pressures in 2015 and 2016 from investors, including Stadium Capital Management, with the threat of a proxy content. The situation was resolved after Big 5 agreed to revise its slate of director nominees to include a representative from Stadium Capital.
Photo courtesy Big 5
