NEW YORK, July 7, 2016 /PRNewswire/ -- The Barington Group, which beneficially owns approximately 1.6% of the outstanding common stock of Chico's FAS, Inc. (NYSE: CHS) ("Chico's" or the "Company"), released today an opinion by an independent marketing expert concluding that Hudson's Bay Company's Saks Fifth Avenue and Lord & Taylor department store chains compete with the Company's three brands: Chico's, White House Black Market and Soma. The opinion was prepared by Dr. Kimberly A. Whitler, an Assistant Professor of Marketing at the University of Virginia's Darden School of Business. The opinion can be found at http://tinyurl.com/hy389fu.
Dr. Whitler identifies in her opinion a number of important areas where the Saks Fifth Avenue and Lord & Taylor brands have similar and/or overlapping segmentation and product characteristics with Chico's three brands. She also notes that key similarities exist across the different brands in the definition of the target customer and the channels and geography in which they compete, as they are all retailers targeting middle aged to older, more affluent women primarily located in the United States, through e-commerce, store, catalogue and direct mail channels. Dr. Whitler states that these similarities are especially notable given that there is a dearth of apparel retailers targeting middle aged and older women.
Dr. Whitler also notes in her opinion that Chico's has specifically identified Saks Fifth Avenue as a direct competitor in past filings with the Securities and Exchange Commission from 2000 to 2009. For example, on page 8 of the Company's 2009 Form 10-K filing, the Company states:
"The retailers that are believed to most directly compete with the Chico's brand are the mid-to-high end department stores including Nordstrom's, Bloomingdale's, Macy's and Saks Fifth Avenue."
While Chico's ended the practice of specifically listing its competitors in its Form 10-K filings after 2009, the Company's Form 10-K filings continue to state that they "compete with local, national, and international department stores…offering similar categories of merchandise."
Dr. Whitler's opinion confirms the view of the Barington Group that if the Company's nominee Bonnie R. Brooks were elected to the Chico's Board at the 2016 Annual Meeting of Stockholders, her service as a director of Chico's would create a material conflict of interest. Ms. Brooks is the Vice Chairman of Hudson's Bay Company which owns and operates the Saks Fifth Avenue and Lord & Taylor department store chains. The Barington Group believes that it is not in the best interests of the Company or its stockholders for her to serve as a director, and has questioned the judgment of the Board for nominating Ms. Brooks given her conflicted loyalties.
Corporate Governance Expert Concurs That Ms. Brooks'
Service on the Chico's Board Would Create a Conflict of Interest
Professor Charles Elson, the Director of the University of Delaware's Weinberg Center for Corporate Governance, believes that it was a poor decision for the Chico's Board to nominate Ms. Brooks and has publicly stated that "if you are involved with a company that competes it puts you in a bad position because you have conflicted loyalties." (TheStreet, June 2, 2016).
The Barington Group Believes that Stockholders Deserve
Better Board Representation and Undivided Loyalty
The Barington Group believes that the loyalty, dedication and independence of the Company's directors matter to stockholders. We are convinced that Chico's does not just need new directors – it needs new dedicated, qualified and experienced independent directors. We therefore strongly recommend that stockholders vote the Barington Group's BLUE proxy card to elect our two nominees – James Mitarotonda and Janet Grove – who have the experience, independence and lack of conflicting loyalties that we believe is necessary to help unlock the Company's long-term value potential and ensure that stockholder interests remain protected in the boardroom.
Stockholders are reminded that even if they have already returned the Company's white proxy card, they can still vote for the Barington Group's nominees by returning the BLUE proxy card today, as only their latest dated proxy card will count toward the election of directors at the 2016 Annual Meeting. Stockholders are encouraged to call the Barington Group's proxy solicitor toll free at (877) 566-1922 if they have any questions or need any assistance voting their shares.
About Barington Capital Group, L.P.:
Barington Capital Group, L.P. is a fundamental, value-oriented activist investment firm that was established by James A. Mitarotonda in January 2000. Barington invests in undervalued publicly traded companies that Barington believes can appreciate significantly in value as a result of a change in corporate strategy or improvements in operations, capital allocation or corporate governance. Barington's investment team, advisors and network of industry experts draw upon their extensive strategic, operating and boardroom experience to assist companies in designing and implementing initiatives to improve long-term shareholder value. Barington has substantial experience investing in retail and other consumer-focused companies, with prior investments in Dillard's, The Children's Place, The Jones Group, Warnaco, Nautica, Steve Madden, Payless ShoeSource, Stride Rite, Collective Brands, Maxwell Shoe, Avon Products, Lone Star Steakhouse, Darden Restaurants and Harry Winston, among others.
The Barington Group has filed a definitive proxy statement and an accompanying BLUE proxy card with the Securities and Exchange Commission (the "SEC") on June 13, 2016 to be used to solicit proxies in connection with the election of its nominees at the 2016 Annual Meeting of Stockholders of Chico's FAS, Inc., a Florida corporation.
THE BARINGTON GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF CHICO'S FAS, INC. TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN THE PROXY SOLICITATION AND THEIR DIRECT OR INDIRECT INTERESTS. THE DEFINITIVE PROXY STATEMENT AND OTHER MATERIALS FILED BY THE BARINGTON GROUP IN CONNECTION WITH THE SOLICITATION OF PROXIES ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. STOCKHOLDERS MAY ALSO OBTAIN A COPY OF THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS, WITHOUT CHARGE, AT HTTP://WWW.BARINGTON.COM/CHICOS.HTML OR BY CONTACTING BARINGTON'S PROXY SOLICITOR, OKAPI PARTNERS LLC, AT ITS TOLL-FREE NUMBER: (877) 566-1922 OR AT INFO@OKAPIPARTNERS.COM.
Jared L. Landaw
Chief Operating Officer
Barington Capital Group, L.P.
Okapai Partners LLC
Tel: (212) 297-0720
(877) 566-1922 (toll-free)
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SOURCE Barington Capital Group, L.P.