Activist Arkhouse launches proxy fight at Macy’s, nominates nine directors

Investment firm Arkhouse Management has launched a proxy fight at Macy’s, nominating a slate of nine directors for election to the department store’s board.

The nominees include former Brookfield executive Ric Clark; restructuring expert Mo Meghji; and Isaac Zion, who was formerly co-chief investment officer at SL Green.

Macy’s on Tuesday confirmed that it had received notice of the nominations from Arkhouse, which made an unsolicited $21-a-share bid for the company in December. Macy’s board rejected that $5.8 billion offer and questioned the status of Arkhouse’s financing.

In a statement Tuesday, Arkhouse managing partners Jonathon Blackwell and Gavriel Kahane said they had provided Macy’s board with further details on financing, saying they were backed by equity partners with combined assets under management of more than $75 billion.

“We urge the Board to specifically identify any additional information they are seeking regarding our financing so that we may alleviate any of their outstanding concerns,” Blackwell and Kahane said.

Kahane previously told CNBC that Arkhouse’s financing was committed, citing a “highly confident” letter from Jefferies, but said Macy’s had not allowed due diligence to occur. Arkhouse had also intimated it would be willing to launch a proxy fight at the retailer.

In its statement Tuesday, Macy’s reiterated that it had made “a careful review” of Arkhouse’s take-private bid, but that Arkhouse had “yet to provide any financing details that would enhance the actionability” of its proposal.

Macy’s has not yet set a date for its 2024 annual shareholder meeting. Under new rules adopted in 2023, its shareholders will be able to pick and choose individual director nominees from both activist and management slates at the meeting.

Arkhouse’s other nominees are Five Below director Richard Markee, former Vornado/Charles E. Smith president Mitchell Schear, former Hudson Bay CEO Jerry Storch, former Victoria’s Secret CEO Sharen Turney, Nuveen impact investing head Nadir Settles and retail executive Andrea Weiss.

“While we do not make this decision lightly, we did so to preserve our ability to protect the rights of all shareholders,” Blackwell and Kahane said.

CORRECTION: This article has been updated to correct the spelling of Mitchell Schear’s name.

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