Macy's Names Two Board Members Nominated By Activist Firm

Macy’s has named two new members to the company’s board of directors in an effort to avoid an extended proxy fight with activist investor Arkhouse Management.

Joining the board are Richard Clark and Richard L. Markee, both of whom are nominees put forward by Arkhouse. The move followed discussion between Macy’s and Arkhouse and led to the withdrawal of the investment firm’s prior effort in February to nominate nine director candidates to the company’s board.

Additionally, Tony Spring, chief executive officer and chairman-elect of Macy’s, has assumed the chairman role. Douglas W. Sesler, whose nomination to stand for election to the board at the 2024 annual meeting of shareholders was announced on March 14, has been appointed as an independent director. These changes follow the planned retirements of Jeff Gennette and Frank Blake from the company’s board of directors.

“We are pleased to welcome Ric and Rick to the board as we advance our efforts to deliver value for shareholders,” said Tony Spring, chairman and chief executive officer of Macy’s, Inc. “Ric and Rick bring leadership experience as well as valuable real estate and retail industry expertise, respectively, that is complementary to that of our other Board members.”

In recent months, Macy’s has rejected offers from Arkhouse to acquire the company. The most recent was in March when Arkhouse, which owns 4.4% of Macy’s stock according to published reports, offered $24 per share, which valued the retailer at $6.6 billion. 

But Arkhouse’s efforts to acquire Macy’s are not over, according to a statement issued from the investment firm.

“As a result of our efforts, our buyer group has begun receiving due diligence to progress discussions toward a potential transaction to acquire the company,” the statement read. “The appointment of Clark and Markee to the board and the finance committee, which is tasked with reviewing our proposal and any alternative transactions, will ensure that our discussions continue to be constructive and that our proposal is treated seriously and expeditiously.”

Simultaneously to Arkhouse’s efforts to acquire Macy’s, the retailer recently unveiled a three-pronged approach to reinvigorate the company. This includes closing 150 stores over the next two years, invest in another 350 locations, and continue to expand its small-store formats.