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CHS

Chico's

$3.33

-0.065 (-1.92%)

16:32
06/24/19
06/24
16:32
06/24/19
16:32

Chico's FAS board approves amendment to company bylaws over share acquisition

Chico's FAS issued an open letter to shareholders announcing additional actions that "demonstrate the Board of Director's ongoing commitment to strong corporate governance policies and practices, including additional Board-sponsored actions that ensure all Chico's FAS shareholders retain voting rights for each share they own." "Some years ago, Florida was one of a number of states to adopt a provision known as a control share acquisition statute, and as a company headquartered in Florida, this provision was automatically incorporated into our bylaws," it said. "In particular, Section 607.0902 of the Florida Business Corporation Act denies voting rights to an investor if it acquires 20% or more of the Company's shares, unless the voting rights are approved by a majority of unaffiliated shareholders at a special meeting." In the letter, the company said that while it has no shareholder that owns 20% or more of the company's shares, it believes that any stakeholders should have the right to vote those shares. "Accordingly, the Chico's FAS Board of Directors has unanimously approved an amendment to the Company's bylaws whereby the Company has opted out of the control share acquisition statute under the Florida Business Corporation Act," the company said. "This important action ensures that all of our shareholders have the voting rights we believe they deserve. It also eliminates the need for a Special Meeting, as recently requested by Sycamore Partners. Unlike the Special Meeting proposed by Sycamore, which would have applied only to Sycamore's shareholdings, this action by the Chico's FAS Board ensures that ALL shareholders will be entitled to freely vote their shares in the Company. As noted above, we strongly believe that all Chico's FAS shareholders, not just Sycamore, should have the right to vote the shares they own. To be clear, this bylaw amendment relates solely to voting rights; it does not speak to the merits of, or otherwise advance, Sycamore's unsolicited acquisition proposal, nor does it speak to whether the Company should engage with Sycamore on its proposal. As previously announced, Sycamore's June 19, 2019 proposal is being reviewed by the Board. On this point, we appreciate the strong support we have received from numerous shareholders for the Board's decision to reject Sycamore's May 10 acquisition proposal and the confidence expressed in our ability to improve the Company's growth and value creation. We also appreciate the strong support we have received from numerous shareholders over the past weeks for our new operating priorities and the improvements underway in these areas."

CHS Chico's
$3.33

-0.065 (-1.92%)

01/15/19
MKMP
01/15/19
NO CHANGE
Target $4.5
MKMP
Neutral
MKM Partners looking for stabilization at Chico's
MKM Partners analyst Roxanne Meyer kept her Neutral rating and $4.50 price target on Chico's after meeting with its management at the ICR conference. The analyst notes that she expects continued focus on operating efficiency helping to limit the downside risks, but adds that while the company's outlook last week suggested slightly better comps, its higher markdowns are pressuring margins. Meyer further notes that the gross margin improvement is likely to be slow as Chico's continues its promotional strategies in the first half of the year.
11/29/18
MKMP
11/29/18
NO CHANGE
Target $4.5
MKMP
Neutral
Chico's price target lowered to $4.50 from $8.00 at MKM Partners
MKM Partners analyst Roxanne Meyer lowered her price target on Chico's to $4.50 and kept her Neutral rating. The analyst notes that in spite of the management's efforts to improve costs and productivity, Q3 results and Q4 outlook suggest that 2018 will go down as a year of missteps in terms of product and branding. Meyer further warns that 2019 could be also hampered by the delays in Chico's product realignment until the second half of 2019 and continued near-term gross margin pressure from elevated shipping costs.
11/29/18
RBCM
11/29/18
DOWNGRADE
Target $4.5
RBCM
Sector Perform
Chico's downgraded to Sector Perform at RBC Capital on earnings miss and outlook
As reported earlier, RBC Capital analyst Brian Tunick downgraded Chico's to Sector Perform from Outperform and lowered his price target to $4.50 from $10. The analyst cites the company's latest earnings miss and guide-down for Q4, saying that while he had initially anticipated its cost-savings programs to correct the volatility of its portfolio, the financial uncertainty has become "harder to ignore". Tunick adds that he anticipates ongoing margin pressure into 2019 on negative comps and omnichannel headwinds.
11/28/18
RBCM
11/28/18
DOWNGRADE
RBCM
Sector Perform
Chico's downgraded to Sector Perform from Outperform at RBC Capital

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