L Brands board supports declassification, enters into pact with Barington
The L Brands board has unanimously committed to submitting and recommending that stockholders vote in favor of proposals at the company's 2020 Annual Meeting of Stockholders to declassify the board immediately, so that all directors will stand for election at the company's 2021 Annual Meeting of Stockholders, and to eliminate the company's supermajority voting requirements. "We are pleased to nominate Anne and Sarah as new independent directors and believe the addition of fresh perspectives to our board will be beneficial to L Brands, its businesses and the actions underway to improve performance and support our growth," said Allan R. Tessler, lead independent director and chair of the board's Nominating and Governance Committee. "Anne and Sarah bring governance and financial expertise and public company board experience that will be invaluable to the board and management team. Further, we believe the governance enhancements we are committed to making will ensure our board best serves the interests of our stockholders." The company also announced that it has entered into an agreement with Barington Capital Group and Barington Companies Equity Partners, pursuant to which Barington has agreed to vote all of its shares in favor of L Brands' nominees at the 2019 Annual Meeting and agreed to customary provisions. Under the agreement, Barington Capital Group will serve as special advisor to L Brands.Tessler continued, "We appreciate Barington's role in providing valuable input on director nominations and corporate governance, and we look forward to benefitting from its experience and role as special advisor as we work together to drive L Brands' growth and future success." James A. Mitarotonda, chairman and chief executive officer of Barington said, "We are pleased to have reached this collaborative agreement with the L Brands board and management team. We are aligned in our belief that there are significant opportunities to continue to drive improved financial results, and look forward to working closely with the company and the board toward our shared goal of enhancing long-term stockholder value."