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.
Important Information:
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.
CONTACT:
Jared L. Landaw
Chief Operating Officer
Barington Capital Group, L.P.
(212) 974-5713
Okapai Partners LLC
Email: info@okapipartners.com
Tel: (212)
297-0720
(877)
566-1922 (toll-free)
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SOURCE Barington Capital Group, L.P.