Big 5 Sporting Goods
Corporation BGFV (the "Company"), a leading sporting goods retailer,
today announced that it will revise its slate of director nominees for
election to the Company's Board of Directors at its 2015 Annual Meeting of
Stockholders (the "2015 Annual Meeting") after reaching an agreement with
Stadium Capital Management, LLC and certain of its affiliates ("Stadium"). The
Company's Class A director nominees for the 2015 Annual Meeting will be
Dominic P. DeMarco, Nicholas Donatiello, Jr., and David R. Jessick. In
addition, following the 2015 Annual Meeting, the Company's Board of Directors
will be expanded to eight members and Robert C. Galvin will be appointed as a
director. As previously announced, G. Michael Brown has elected to retire from
the Board at the end of his current term of service at the 2015 Annual
Meeting.
As part of the agreement with Stadium, the Company agreed to support the
precatory stockholder proposal submitted by Stadium with respect to the
declassification of the Company's Board of Directors and to submit and support
precatory proposals at the 2015 Annual Meeting regarding the implementation of
a majority voting standard in uncontested director elections and the
elimination of provisions in the Company's certificate of incorporation and
bylaws which require supermajority approval of certain actions. If
stockholders approve these proposals at the 2015 Annual Meeting, the Board
will implement majority voting following the 2015 Annual Meeting and, at the
Company's 2016 Annual Meeting of Stockholders, submit and recommend in favor
of binding stockholder proposals to eliminate the Company's classified board
and supermajority voting provisions.
Under the terms of the agreement, Stadium, the Company's largest stockholder
and the beneficial owner of approximately 11.4% of the Company's outstanding
shares, has agreed to vote its shares in favor of the election of the
Company's revised slate of directors at the 2015 Annual Meeting. Stadium
agreed to withdraw its other nominee for director and its proxy solicitation,
and has agreed to customary standstill provisions through the earlier of (A)
the date that is ten days prior to the expiration of the Company's advance
notice period for the nomination of directors at the Company's 2016 Annual
Meeting of Stockholders or (B) the date that is 100 days prior to the first
anniversary of the 2015 Annual Meeting. The full agreement is being filed
today with the Securities and Exchange Commission on a Form 8-K.
Based on the Company's agreement with Stadium, Engaged Capital, LLC also has
withdrawn its Board nominees for the 2015 Annual Meeting.
Steven G. Miller, the Company's Chairman, President and Chief Executive
Officer, said, "We are pleased to have reached an agreement with Stadium and
look forward to Mr. Donatiello and Mr. Galvin joining the Board. This
agreement will allow us to eliminate the distraction and unnecessary costs of
a possible proxy contest and focus on driving business performance and
long-term stockholder value.
"We are grateful to Michael Brown for his service to the Company and our
stockholders and we believe that the Board will benefit from Mr. Donatiello's
extensive consumer, media and technology experience and Mr. Galvin's financial
and operational experience in the retail, sporting goods and footwear
sectors," added Mr. Miller.
Dominic P. DeMarco of Stadium said, "We appreciate Big 5's commitment to
enhancing its Board composition and governance. As a significant stockholder,
we look forward to continuing to work constructively with Big 5 to drive
long-term stockholder value."
The 2015 Annual Meeting will be held on June 12, 2015, at 10:00 a.m. local
time at the Ayres Hotel, 14400 Hindry Avenue, Hawthorne, California 90250.
The Company provided the following background information on Messrs. DeMarco,
Donatiello, Galvin and Jessick:
Mr. DeMarco has served as a director of the Company since October 2011 and
currently serves as Managing Director, Co-Chief Investment Officer and Chief
Compliance Officer for Stadium.
Mr. Donatiello is President and Chief Executive Officer of Odyssey Ventures,
Inc., a marketing and strategy consulting firm specializing in how technology
changes consumer media use habits. Mr. Donatiello currently serves as a
director of Dolby Laboratories, Inc., a creator of audio, imaging and
communication technologies; three of the American Funds managed by Capital
Research and Management; and the Schwab Charitable Fund, one of the nation's
10 largest grant-making charities and the largest in California.
Mr. Galvin was previously Chief Executive Officer of Elie Tahari, Ltd., a
designer fashion retail chain, President of Camuto Group, a manufacturer and
omni-channel retailer and wholesaler of women's footwear and apparel, and held
several executive roles, including Chief Operating Officer, of Sports Brands
International Ltd., an international manufacturer and distributor of sports
apparel and footwear. Mr. Galvin currently serves as a director of bebe
stores, inc., a women's fashion retailer; Cherokee, Inc., a licensor of brand
names and trademarks for apparel, footwear and accessories; and Land's End,
Inc., a multi-channel retailer of casual clothing, accessories and footwear.
Mr. Jessick has served as a director of the Company since 2006 and has more
than thirty years of experience as a corporate financial executive and chief
financial officer of publicly traded companies in the retail sector, including
Rite Aid Corp., Fred Meyer, Inc. and Thrifty Payless, Inc. He has been a
member of several public company boards, including three companies in the
retail sector, and currently serves as a director of Rite Aid Corp.
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