To Win a Proxy Fight, Win the Heart of a Qualified Board Nominee

NEW YORK (The Deal) -- When Legion Partners co-founder Chris Kiper was looking for director nominees to run on a dissident slate for Perry Ellis International's (PERY) board, one name that came highly recommended was Bruce Klatsky, the former CEO of apparel-brand-licensing company PVH Corp. (PVH).

Klatsky seemed to have it all. He had the licensing business in his resume and licensing is a significant factor in Perry Ellis' growth plans. For the latest quarter ended May 2, licensing contributed $5.6 million in operating income, which was fully half of the operating income of $11.3 million that came in from the men's apparel line -- Perry Ellis' biggest money maker.

The retired executive also had brand-building experience. At PVH, he was instrumental in turning Calvin Klein into the brand it's known as today, and he had historical relationships with global retailers.

Kiper, being the methodical activist that he is -- he started his professional life as an auditor at Ernst & Young and a fellow activist manager described him as "very smart" and "thorough" -- got in touch with Klatsky, after other investors recommended him as a potential dissident candidate, according to a person familiar with the investor.

Legion, along with the California State Teachers' Retirement System, or CalSTRS, had taken a 6.1% activist stake, and was gearing up for a proxy fight with Perry Ellis CEO George Feldenkreis and his allies on the board. The insurgents knew they needed a top name in the industry to win their case with other institutional investors.

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