Irenic Capital Management is calling for Restaurant Group Plc Chairman Ken Hanna to step down, alleging corporate governance failures and policy violations.
The activist investor, which says it holds a stake of about 3%, charged that Hanna has shown “partiality against certain shareholders,” according to letters reviewed by Bloomberg News. Irenic Capital said Hanna refused to even consider adding an independent director nominated by “the activist community.”
Hanna told Irenic Capital in correspondence dated June 22 that adding board members nominated by activist investors or a shareholder representative isn’t appropriate or acceptable to “longstanding shareholders.”
“Mr. Hanna’s comments make clear that some shareholders — ‘longstanding’ — are more equal than others,” Irenic Capital responded in a June 23 letter.
A representative for Restaurant Group, which owns Wagamama, acknowledged it had declined Irenic’s request for a board seat.
“TRG constantly reviews the appropriate composition of the board and only last month appointed a new non-executive director in Helen Keays,” the spokesperson said. “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 and the chairman enjoys the unanimous support of the entire board.”
Irenic Capital, led by Andy Dodge and Elliott Investment Management alumnus Adam Katz, said Hanna’s comments were “highly inappropriate” and called the company to set up a subcommittee to investigate whether the nomination committee is biased in evaluating board candidates.
According to Irenic Capital, Hanna violated a London Stock Exchange requirement that a listed company should treat all holders of a class of listed securities the same.
“Should Mr. Hanna not immediately resign, we believe the board must take appropriate steps to exclude Mr. Hanna from further deliberations regarding board composition,” Irenic Capital wrote.
Strategic Review
In Restaurant Group’s annual general meeting in May, the company won majority shareholders’ support for all 19 resolutions but more than 45% voted against the directors’ remuneration policy, which Irenic Capital and Hong Kong-based activist Oasis Management Co. had campaigned against.
Oasis Management, with a stake of about 12.3% in the company, said in statements that it had concerns over Restaurant Group’s disappointing share price, governance failures and negative perception in the market.
London-based Restaurant Group said in March and again in May that the board was conducting a strategic review. Irenic Capital said in the correspondence that company still needs to launch a “formal” review process.
The Restaurant Group announced in June that Chief Financial Officer Kirk Davis would be standing down. Davis, currently a board member also, is being replaced by Mark Chambers “following a thorough internal and external process,” the company said.