To mitigate any damage from a potential proxy fight with a key investor, Macy’s, Inc. appointed two independent directors, Richard Clark and Richard L. Markee, to its Board of Directors immediately and followed the Board’s engagement with Arkhouse Management Co. LP, resulting in the withdrawal of its director nominations.
Macy’s also implemented previously announced changes to its Board, effective immediately.
Tony Spring, CEO and chairman-elect of Macy’s, Inc., assumed the chairman role. Douglas W. Sesler, whose nomination to stand for election to the Board at the 2024 annual meeting of shareholders was announced on March 14, 2024, was appointed an independent director. These changes follow the planned retirements of Jeff Gennette and Frank Blake from the Board.
“We are pleased to welcome Ric and Rick to the Board as we advance our efforts to deliver value for shareholders,” said Spring. “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, 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 also reported that it had entered into an agreement with Arkhouse and its affiliates to withdraw 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 Board regarding the acquisition proposal submitted by Arkhouse and Brigade Capital Management, LP.
The agreement between Macy’s 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 is comprised of 15 directors, 14 of whom are independent.
“Ric Clark and Rick Markee bring tremendous deal-making experience to Macy’s Board and will be instrumental in maximizing value for shareholders,” Arkhouse Managing Partners Gavriel Kahane and Jonathon Blackwell wrote in a media statement on Wednesday. “As a result of our efforts, our buyer group has begun receiving due diligence to progress discussions toward a potential transaction to acquire the company. The appointment of Clark and Markee to the Board and the Finance Committee, which is tasked with reviewing our proposal and any alternative transactions, will ensure that our discussions continue to be constructive and that our proposal is treated seriously and expeditiously. We appreciate the Board’s engagement and look forward to working with them to unlock shareholder value.”
Macy’s said in its release that the Board is “continuing to engage with Arkhouse and Brigade regarding their proposal to acquire the company.”
As previously disclosed, the Board entered into a confidential agreement with Arkhouse and Brigade to facilitate its access to confidential due diligence information. The company began providing Arkhouse and Brigade with confidential due diligence information. That process remains ongoing.
The Board said it 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.
Bank of America Securities and Wells Fargo are acting as financial advisors. Wachtell, Lipton, Rosen & Katz are legal advisors. Cadwalader, Wickersham & Taft LLP are acting as legal counsel. Longacre Square Partners is Arkhouse’s strategic advisor. Paul, Weiss, Rifkind, Wharton & Garrison, LLP is legal counsel to the buying group. Jefferies Group LLC is the financial advisor to the buying group.
Richard Clark has nearly four decades of experience in real estate, mergers and acquisitions, and capital markets. He is co-founder and managing partner of WatermanClark, a vertically integrated real estate investment and operating company. Before this current role, Clark spent three decades at Brookfield Corp. and its predecessors, in various leadership roles, including chairman and CEO of Brookfield Property Group, Brookfield Property Partners and Brookfield Office Properties. Under his leadership, Brookfield’s real estate group reportedly 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 serves as chairman of the Alliance for Downtown New York and the Downtown Lower Manhattan Association and serves on real estate executive committees. He holds a BS in Business from Indiana University of Pennsylvania.
Richard Markee has extensive retail leadership experience as CEO and director on numerous public company boards. He previously worked in various roles at Vitamin Shoppe, Inc., including as non-executive chairman, executive chairman and CEO. Earlier in his career, he held senior positions at Toys “R” Us, Inc., including vice chairman and president of Babies “R” Us and Toys “R” Us in the U.S. Markee 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 BA from the University of Wisconsin.
Image courtesy Macy’s Inc.
