Activist investor Irenic Capital Management urged Restaurant Group on Tuesday 11 July to replace its chair, Ken Hanna, add new independent directors and conduct a "legitimate" strategic review with "all options on the table".
Joined Shareholder Oasis Management In Asking For Governance Change
Irenic, which has a 2.4% stake in Wagamama-owner Restaurant Group, has joined shareholder Oasis Management in asking the company for a governance change.
Restaurant Group said in an e-mail to Reuters it had declined Irenic's request for a board seat, adding its chairman had the backing of the entire board.
"Zero Foundations For Irenic's Assertion"
"TRG constantly reviews the appropriate composition of the Board and only last month appointed a new Non Executive Director in Helen Keays," Restaurant Group added. "There are absolutely zero foundations for Irenic's assertion that TRG's decline of Irenic’s request for a Board seat contravenes any Corporate Governance guidelines."
"Dither And Delay"
"The response from the board and management has been to dither and to delay," Irenic co-founder Adam Katz said, adding that his company has been in talks with the group since last year.
In February, Oasis Management urged Restaurant Group to take steps to restore market confidence, after its request for a board seat last year was rejected by the company.
Profit Margins Expectation
Restaurant Group, which has been struggling to recover from the pandemic-induced problems, said in May it expected its profit margins to improve in the medium-term.
Subsequent Irenic Statement
Following the above news, Irenic issued a statement saying, "At issue is TRG's unwillingness to consider independent, non-executive director candidates on the merits - not representation for Irenic. TRG is acting in violation of the company’s own policies and corporate governance guidelines. The company's misleading statements are desperate and disappointing."
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