NEW YORK, June 7, 2016 /PRNewswire/ -- Barington
Capital Group, L.P., who, together with its affiliates and the
other participants in its solicitation, beneficially owns over 1.5%
of the outstanding shares of common stock of Chico's FAS, Inc.
(NYSE: CHS) ("Chico's" or the "Company"), announced today that it
has issued an open letter to the stockholders of the Company urging
them to STOP, LOOK and LISTEN before taking any action in response
to the Company's solicitation of proxies for its 2016 Annual
Meeting of Stockholders and to wait until they receive the
Barington Group's proxy materials and BLUE proxy card before
voting.
Barington has nominated two highly qualified directors for
election to the Board of Directors of Chico's at the Company's 2016
Annual Meeting, which is scheduled to be held on July 21, 2016.
The full text of the letter is set forth below:
AN IMPORTANT MESSAGE FROM
THE
BARINGTON GROUP
TO
THE STOCKHOLDERS OF
CHICO'S FAS, INC.
Urges its Fellow Stockholders to Look
for
the Barington Group's BLUE Proxy
Card Before Voting
Dear Fellow Stockholder of Chico's FAS, Inc.:
Although the 2016 Annual Meeting of Stockholders of Chico's FAS,
Inc. is not until July 21, 2016, you
may have already received a proxy statement and white proxy card
from Chico's. THE BARINGTON GROUP STRONGLY URGES YOU NOT TO
RETURN THE WHITE PROXY CARD OR VOTING INSTRUCTION FORM FROM CHICO'S
AND NOT TO ALLOW CHICO'S TO TAKE YOUR VOTE OVER THE TELEPHONE, but
to wait until you receive the Barington Group's proxy statement and
BLUE proxy card before voting. If you have already
voted the Company's white proxy card or voting instruction form or
had your vote taken over the telephone, a later-dated BLUE
proxy card will revoke your previously cast vote.
We are seeking to add our two highly qualified representatives –
Janet E. Grove and James A. Mitarotonda – to the Company's Board of
Directors because we believe that the Company's vast value
potential is not being realized and to ensure that stockholder
interests are appropriately represented in the Chico's
boardroom.
You have inevitably seen materials from the Company arguing that
it is executing a new strategic plan under a new CEO that it
believes will "usher in a new era of profitable growth and value
creation" for stockholders. While we certainly hope that this
is the case, we strongly believe that stockholders need experienced
representatives in the boardroom to protect their interests and
help make sure that Chico's is on the right track. As you may
know, the Company's common stock is down over 30% over the past
twelve months and has significantly underperformed its peers and
the market as a whole over the past one, three, five and ten-year
periods. Given the long period of underperformance under the
Chico's Board, we believe that there is too much at stake for
stockholders just to trust that the Company is finally on the right
path.
We therefore believe that Chico's is in urgent need of
stockholder-focused representatives that are committed to enhancing
long-term shareholder value. If elected, our nominees will
only constitute a minority of the board. You will be able to vote
FOR the Barington Group's nominees only on our BLUE proxy
card. So we urge you to WAIT for and read the Barington Group's
proxy solicitation materials before you vote or return a proxy.
If you have already voted for the Company's slate, you have
every right to change your vote by signing, dating and returning a
later dated BLUE proxy or by voting in person at the Annual
Meeting.
Who is Barington?
Barington, who together with its affiliates and the other
participants in its solicitation beneficially owns over 1.5% of the
outstanding shares of common stock of the Company, is a
fundamental, value-oriented activist investment firm that has
substantial experience investing in retail and apparel
companies. The Barington Group is seeking to add two
representatives to the Board at the Company's 2016 Annual Meeting
of Stockholders.
Why are we seeking your vote?
We are seeking your vote because we believe that the Company's
vast value potential is not being realized and to ensure that
stockholders' interests are appropriately represented in the
boardroom. We are seeking to add to the Company's nine-person
Board of Directors two highly qualified and experienced director
nominees who are committed to working collaboratively with the rest
of the Board while ensuring that stockholder interests are
protected.
When is the Annual Meeting?
The date of the Annual Meeting is July
21, 2016, but Chico's has announced that it has mailed proxy
solicitation materials to the Company's stockholders and Chico's
may also already be seeking to solicit stockholder votes by
telephone, before stockholders have had an opportunity to review
the Barington Group's proxy materials.
What Should I Do Now?
We recommend that you do NOT return any white proxy card or
voting instruction form to Chico's and do NOT allow Chico's to take
your vote over the telephone. If you have already voted a
white proxy card or voting instruction form or had your vote
recorded over the telephone, returning a later dated BLUE
proxy card or BLUE voting instruction form will revoke your
previously cast vote.
Who Should I Contact for More Information?
Barington's proxy advisor is Okapi Partners. If you have
any questions or need further assistance, please contact Okapi
Partners at the phone numbers or email listed below:
OKAPI PARTNERS LLC
1212 Avenue
of the Americas, 24th Floor
New York, NY 10036
(212) 297-0720
Stockholders Call Toll-Free at: (877) 566-1922
E-mail: info@okapipartners.com
Please wait until you receive the Barington Group's proxy
materials and BLUE proxy card before you cast your vote in
connection with the 2016 Annual Meeting.
IMPORTANT
If your shares are held in street name only, your bank or broker
can vote your shares only upon receipt of your specific
instructions. Please contact the person responsible for your
account and instruct them NOT to vote at this time.
If you have any questions or need further assistance, please
contact Okapi Partners at 1-877-566-1922 or by e-mail at
info@okapipartners.com.
Thank you for your support.
James A. Mitarotonda
Chairman and Chief Executive Officer
Barington Capital Group, L.P.
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.
CONTACT:
Jared L. Landaw
Chief Operating Officer
Barington Capital Group, L.P.
Email: jlandaw@barington.com
Tel: (212) 974-5713
Okapi Partners LLC
Email: info@okapipartners.com
Tel: (212) 297-0720
(877) 566-1922 (toll-free)
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Barington Capital Group, L.P., together with the other
participants named herein (collectively, "Barington"), has filed a
preliminary proxy statement and an accompanying BLUE proxy card
with the Securities and Exchange Commission (the "SEC") to be used
to solicit votes for the election of its nominees at the 2016
Annual Meeting of Stockholders of Chico's FAS, Inc., a Florida corporation (the "Company").
The participants in the proxy solicitation are: Barington
Companies Equity Partners, L.P., Barington Companies Investors,
LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, Hilco, Inc., Joseph Gromek, SMS Capital, LLC, Thor ECM LLC
and JM Cohen Long-Term Investment Fund, L.P, and Janet E. Grove.
BARINGTON STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE DEFINITIVE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING
TO THE PARTICIPANTS IN THE PROXY SOLICITATION. SUCH
DEFINITIVE PROXY STATEMENT, WHEN FILED, AND ANY OTHER RELEVANT
DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, STOCKHOLDERS MAY ALSO OBTAIN
A COPY OF THE DEFINITIVE PROXY STATEMENT, WHEN FILED, WITHOUT
CHARGE, BY CONTACTING BARINGTON'S PROXY SOLICITOR, OKAPI PARTNERS
LLC, AT ITS TOLL-FREE NUMBER: (877) 566-1922 OR AT
INFO@OKAPIPARTNERS.COM.
As of the date hereof, Barington Companies Equity Partners, L.P.
beneficially owned directly 1,735,129 shares of common stock,
$0.01 par value (the "Common Stock"),
of the Company, including 850,000 shares of Common Stock underlying
certain call options that are exercisable within sixty (60) days
hereof. As of the date hereof, Hilco, Inc. owned directly 51,830
shares of Common Stock. As of the date hereof, 51,830 shares of
Common Stock were held in a certain account managed by Barington
Companies Investors, LLC, on behalf of MSF Partners, LLLP (the "MSF
Account"). As of the date hereof, Thor ECM LLC owned directly
22,000 shares of Common Stock. As of the date hereof, JM Cohen
Long-Term Investment Fund, L.P. owned directly 40,000 shares of
Common Stock. As of the date hereof, SMS Capital, LLC owned
directly 85,000 shares of Common Stock. As of the date hereof,
Joseph R. Gromek owned directly
41,819 shares of Common Stock. Barington Companies Investors, LLC,
as the general partner of Barington Companies Equity Partners, L.P.
and the investment advisor to the MSF Account, may be deemed the
beneficial owner of an aggregate of 1,786,959 shares of Common
Stock, consisting of 1,735,129 shares beneficially owned by
Barington Companies Equity Partners, L.P. and 51,830 shares held in
the MSF Account. Barington Capital Group, L.P., as the majority
member of Barington Companies Investors, LLC, may be deemed the
beneficial owner of an aggregate of 1,786,959 shares of Common
Stock, consisting of 1,735,129 shares beneficially owned by
Barington Companies Equity Partners, L.P. and 51,830 shares held in
the MSF Account. LNA Capital Corp., as the general partner of
Barington Capital Group, L.P., may be deemed the beneficial owner
of an aggregate of 1,786,959 shares of Common Stock, consisting of
1,735,129 shares beneficially owned by Barington Companies Equity
Partners, L.P. and 51,830 shares held in the MSF Account. Mr.
Mitarotonda, as the sole stockholder and director of LNA Capital
Corp., may be deemed the beneficial owner of an aggregate of
1,786,959 shares of Common Stock, consisting of 1,735,129 shares
beneficially owned by Barington Companies Equity Partners, L.P. and
51,830 shares held in the MSF Account. Mr. Mitarotonda disclaims
beneficial ownership of such shares except to the extent of his
pecuniary interest therein. As of the date hereof, Ms. Grove
did not beneficially own any shares of Common Stock.
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SOURCE Barington Capital Group, L.P.