Arkhouse Management launched a proxy fight with Macy’s over its board of directors, the firm said in a statement on Feb. 20. Macy’s confirmed that it received nominations of nine individuals to its board from the investment firm.

In January, Macy’s rejected a takeover offer from Arkhouse that would have taken the retailer private for $5.8 billion.

“The Board’s history of poor performance and continued refusal to engage constructively with our credible and motivated buyer group have led us to the decision to nominate a slate of highly qualified, independent directors to reconstitute Macy’s Board,” Arkhouse said in a written statement. “While we do not make this decision lightly, we did so to preserve our ability to protect the rights of all shareholders. We firmly believe that our slate of nominees possesses the necessary backgrounds and expertise to evaluate all potential avenues to unlock the substantial unrealized value at the Company that the current directors appear unwilling to pursue.”

Macy’s ranks No. 17 in the 2023 Digital Commerce 360 Top 1000. The Top 1000 ranks North America’s leading retailers by online sales.

Arkhouse’s nominees to Macy’s board:

• Richard L. Markee: Board member at Five Below (No. 582 in the Top 1000), previously CEO and executive chairman of The Vitamin Shoppe (No. 299).
• Mohsin (Mo) Y. Meghji: Managing partner and CEO of corporate advisory firm M3 Partners.
• Mitchell Schear: founder of real estate investment firm Ten Square.
• Nadir Settles: Global head of impact investing at Nuveen Real Estate.
• Gerald L. Storch: CEO of retail consulting firm Storch Advisors.
• Sharen J. Turney: Former CEO of Victoria’s Secret (No. 52) and Neiman Marcus Direct (No. 72).
• Andrea M. Weiss: Cofounder of consulting firm The O Alliance LLC and previously worked at Ann Taylor (part of Ascena Retail Group, No. 33), Chico’s (No. 108) and Bed Bath & Beyond.
• Isaac Zion: Managing principal at real estate development firm Acram Group.

Why Macy’s rejected Arkhouse’s takeover

Macy’s responded with a statement saying that it will evaluate the candidates put forth by Arkhouse. Macy’s board will present its recommendations in a proxy statement ahead of the retailer’s 2024 annual meeting. No date has been set for the meeting, it said.

Meanwhile, Macy’s doubled down on its original rejection of Arkhouse’s takeover offer. Arkhouse previously proposed purchasing the retailer at $21 per share back in December.

“Arkhouse and Brigade have yet to provide any financing details that would enhance the actionability of their proposal despite multiple opportunities to do so, and instead of attempting a constructive dialogue, Arkhouse has chosen to launch a proxy contest,” the retailer said in a written statement. 

Macy’s former chairman and CEO Jeff Gennette previously cited “serious reservations” about the financing behind the deal proposed in the Macy’s Arkhouse offer.

“For example, the Board has been advised that your proposed cash equity contribution of only 25% of the required capital is well below current market levels for similar transactions, and consequently, your proposed overall leverage is well in excess of what could likely be achieved in today’s marketplace and sustainable for a company in our sector,” Gennette said in the earlier letter from Macy’s board.

Macy’s layoffs and executive changes

The fight with Arkhouse comes shortly after Macy’s announced plans to lay off 2,350 members of its corporate staff on Jan. 26. That was 13% of corporate staff, and 3.5% of the total workforce.

Tony Spring also took over as CEO on Feb. 4, replacing Gennette. Gennette will stay on as chair of the board until the 2024 annual meeting, when Spring will replace him in that role as well.

Arkhouse’s actions put pressure on Macy’s leadership, especially the new CEO, says Neil Saunders, managing director of retail analysis firm GlobalData. 

“While there is no guarantee that Arkhouse’s nominations to Macy’s board will be accepted by investors, the move puts further pressure on Macy’s management to set out a clearer vision for the company. In theory, this is something new CEO Tony Spring should be working on — but it is now a matter of urgency that he provides a compelling story about how he intends to grow Macy’s,” Saunders said.

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