Macy's names 2 independent directors as part of agreement with activist investor

NEW YORK (AP) — Macy's said Wednesday it has named two independent directors to its board that were pushed by activist investor Arkhouse Management, ending a proxy fight that aimed to replace most of the board and to acquire the iconic chain.

Macy's said the directors — Ric Clark and Rick Markee — will join the finance committee effective immediately and oversee the evaluation of and make recommendations to the full board regarding the acquisition proposal submitted by Arkhouse and Brigade Capital Management, LP that Macy's had opposed. Arkhouse previously nominated the two directors in February, after Macy's rejected its initial acquisition proposal. It was part of a big push by Arkhouse to get a total of nine new board members and ignited a proxy fight.

“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, in a statement.

In March, Arkhouse Management and Brigade Capital Management upped their offer to acquire Macy’s in a deal now valued at $6.6 billion. The investment firms had said at the time they had submitted an all-cash proposal of $24 for each of the remaining shares in Macy’s they don’t already own — up from a earlier offer of $21 per share.

Macy’s rejected the earlier deal, which was valued at $5.8 billion, in January. At the time, the retailer said that its board reviewed the investment firms’ proposal and not only had concerns about the financing plan, but also felt there was a “lack of compelling value.”

Macy’s said Wednesday that the board was engaging with Arkhouse and Brigade on their buyout proposal. It noted it had provided them with certain confidential information so that they could conduct due diligence. Macy’s said its board is “open-minded” about creating shareholder value.

In a statement emailed to The Associated Press, Gavriel Kahane and Jonathon Blackwell, managing partners at Arkhouse, said: “The appointment of Clark and Markee to the board and the finance committee ... will ensure that our discussions continue to be constructive and that our proposal is treated seriously and expeditiously.”

Clark has nearly four decades of real estate, mergers and acquisitions and capital markets experience. He is co-founder and managing partner of WatermanClark, a real estate investment and operating company. Markee has extensive retail leadership experience both as CEO and as a director on numerous public company boards. Markee previously served in various roles at Vitamin Shoppe Inc., including as non-executive chairman, executive chairman and CEO.

As previously announced, CEO Tony Spring has assumed the chairman role, and Douglas W. Sesler has joined the board as an independent director. These changes follow the planned retirements of Jeff Gennette and Frank Blake from the Macy’s board.

Following Wednesday’s appointments and retirements, Macy's board comprises of 15 directors, 14 of whom are independent.

Macy's shares rose 9 cents to $19.78 in morning trading.