Sept. 28, 2012
/PRNewswire/ -- Clinton Group, Inc. today announced that Glass, Lewis & Co. ("Glass Lewis") recommends that Wet Seal, Inc. (Nasdaq: WTSLA) stockholders remove all four of the long-standing directors and replace them with four independent professionals nominated by Clinton Group. Glass Lewis recommends that Wet Seal stockholders vote on the white proxy card.
In recommending the removal of
, Glass Lewis said the "directors should be held responsible for the poor decisions and the Company's underperformance during their tenure."
Glass Lewis further noted that "a complete board overhaul is more likely to result in a positive result for shareholders than doubling down and taking another chance on the current board, even with its two new members and supposed newfound ways." Glass Lewis further concluded that it "stand[s] unconvinced of the current board's ability to provide adequate stewardship of the Company over the long term."
"We are pleased to have Glass Lewis' support for the removal of the four long-standing directors and replacement of them with our nominees," said
Joseph De Perio
, Senior Portfolio Manager of Clinton Group.
Glass Lewis noted that the current Board has reversed course on a number of decisions recently and added two new directors to the Board. "However," noted Glass Lewis, "these corrective actions seem somewhat insincere and look more like knee-jerk reactions after being called out by [the Clinton Group] and other shareholders."
Glass Lewis also recognized that the Clinton Group nominees would bring needed skills and experience to the Wet Seal Board. In particular, Glass Lewis said that the Clinton Group nominees are "well-qualified individuals" and would be "in a better position than the current board to identify and hire the best CEO available for Wet Seal." In comparing the long-standing incumbent directors to the Clinton Group nominees, Glass Lewis said "a fair assessment … based solely on their individual merit, favors multiple
Glass Lewis concluded with a rhetorical question: "After multiple missteps and reversals of decisions, resulting in prolonged periods of underperformance, why would shareholders continue to put their confidence in the same board that remains largely unchanged?"