Influential investor advisory firm Institutional Shareholder Services on Wednesday, Dec. 6, said it is recommending that shareholders support three dissident director candidates nominated by activist Mick McGuire at Deckers Outdoor Corp. (DECK) , in a reversal that came after the insurgent manager canceled his effort to take over the entire board of the UGG bootsmaker.
The ISS recommendation, a major boost to McGuire's efforts, came after the insurgent investor on Dec. 4 cut back significantly on the number of directors he was seeking to install onto the company's board from a change-of-control nine dissidents to a minority slate of three.
"The board's apparent lack of urgency in addressing the company's pronounced, long-term underperformance and the valid governance concerns raised by the dissidents are large contributors to the assessment that direct dissident support is now warranted," ISS said in a report obtained by The Deal.
The ISS recommendation came after it had initially urged shareholders on Dec. 1 to oppose McGuire's nominees. However, at the time the proxy advisory firm also said it was recommending to "withhold" votes on the management's card for three incumbent directors who are the longest serving board members "in light of the long-term trajectory of the company's relative underperformance."
McGuire had been pushing to have the company cut costs, close retail stores and auction itself or at least sell some smaller brands if a full sale fails. The insurgent fund owns about 9% of Deckers and is the company's second-largest investor. However, his campaign will likely be decided by the vote of a few big long-term institutional investors who own big stakes. BlackRock Inc., Vanguard Ltd. and Dimensional Fund Advisers own 9.5%, 8.2%, and 8.8% respectively, according to FactSet Research Systems Inc.
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Nevertheless, McGuire won't have nearly as much influence if he succeeds at installing three directors onto Deckers board than had he won a contest to take over the board and company. The three dissident candidates, Kirsten J. Feldman, Steve Fuller, and Anne Waterman, are outside nominees unaffiliated with McGuire's fund, Marcato Capital Management LLC.
Feldman was previously at Morgan Stanley (MS) , where she served as the head of the company's global retail group. Fuller was the chief marketing officer for L.L. Bean Inc. between 2004 and 2016. Waterman spent 15 years at Michael Kors Holdings Ltd. (KORS) . Matthew Helper, a partner at Marcato, was originally up for a dissident director slot. He would likely have given the insurgent fund manager the most influence. However, he was dropped from McGuire's nominee list.
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