Macy’s Responds To Arkhouse Bid For Director Nomination

Macy’s has received notice from Arkhouse Management Co. LP (Arkhouse) that it has nominated nine individuals to stand for election to the Macy’s Inc. Board of Directors at the Company’s annual meeting. The company has fourteen directors with Jeff Genette, the retired chairman, retiring at the Annual meeting of the company.

Here we go again. The management of Macy’s tells us how we the board members have take a critical look across all aspects of the nosiness to develop a forward-looking strategy and have reviewed previous investments with a focus on customer experience across omnichannel nameplates and platform. Management looks forward to sharing more on this value-creating strategy as part of their fours quarter and full year 2023 earnings report on February 27, 2024

Macy’s stated that the director nomination by Arkhouse follows the December 1, 2023 unsolicited, non-binding proposal from Arkhouse and Brigade to acquire all of the outstanding shares of the Company for $21.00 per share in cash.

Management has indicated that upon receipt of the proposal and consistent with its financial duties, the Board conducted a careful review of the proposal in consultation with its legal financial advisors. Bank of America
BAC
and Wells Fargo
WFC
are acting as financial advisors and Wachtel, Lipton, Rosen and Katz are acting as legal advisor to the Company.

Management stated that given concerns by the board and its advisors about Arkhouse and Brigade’s ability to execute the financial plan with the proposal Macy’s requested additional information but the information provided by Arkhouse and Brigade failed to address the board’s concern. As a result, the Board determined that the proposal was not actionable and lacked compelling value.

Arkhouse and Brigade failed to provide additional information, instead sent a letter to the board on Sunday, February 11, 2024 requesting Macy’s extend the director nomination window by 10 days and claiming inaccurately that they had responded to any outstanding issues.

Macy’s sates that 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.

POSTSCRIPT: Macy’s has acted properly in this Proxy contest. We will try to comment on the candidates when they are announced. They are friendly to Arkhouse and their effort to monetize their investment.