JAT Capital sends scathing letter to Bed Bath & Beyond’s new board

Signs are displayed outside the permanently closed Bed Bath & Beyond retail store in Hawthorne, California, on May 1, 2023.

Patrick T. Fallon | AFP | Getty Images

Investment firm JAT Capital sent a scathing letter to Bed Bath & Beyond’s new board on Friday, saying it had refused to answer shareholder questions and was engaging in what the investment firm called unprecedented “bad behavior.”

The firm, which owns 9.6% of the company’s shares and claims it is not an active fund, criticized the board for a series of misdeeds, including canceling planned investor conferences and misrepresenting facts about the ouster of former CEO Jonathan Johnson.

“We have attempted to engage constructively with investor relations, senior management and the Board of Directors in recent months, offering suggestions on best practices that may preserve and enhance value, and more recently pointing out actions taken by management and the Board that appear to be ‘destroying shareholder value,’” the letter said. Coined by JAT founder John Thaler.

“We’ve taken a more active stance with Beyond because, quite frankly, I’ve never seen such poor behavior by a board in my career. The things I’ve heard, the things that have been spoken directly to me, and the actions I’ve taken I’ve witnessed in a class that I’ve never seen before.” ”

Beyond was formerly known as Overstock.com, which bought Bed Bath out of bankruptcy and renamed it. Before its rebranding, Beyond was suffering from sluggish sales and a declining market value. After the new Bed Bath company’s first quarter, results were mixed with sharp declines in sales and profits.

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The company did not respond to a request for comment.

Earlier this month, JAT called on Beyond to sack Johnson. Days later, the company announced that he would step down from his position.

In its letter dated Friday, JAT questioned why Johnson’s board seat was removed following his ouster and said it was an attempt to weaken “the ability of shareholders to have a say”. The company also accused the board of directors of deception over Johnson’s decision to leave the company, bluntly saying he was “fired.”

“Rather than fire Johnson and say so publicly (a statement that would have been well received by all concerned), the board decided to draft a press release with Jonathan suggesting he step down, and even make the ridiculous statement that he and the board had jointly concluded that ‘now It is the perfect time for a “leadership transition,” the letter said.

“Now is the perfect time? In the midst of a corporate rebranding effort, just as the company is embarking on a $150 million marketing campaign? And coincidentally coinciding with a shareholder call for Johnson’s ouster? Writing a press release that misrepresents the facts and ‘offers deceptive characterizations of the situation…’ “Reinforces the perception that the board is engaged in self-preservation and insider dealing.”

Meanwhile, JAT has invited Marcus Lemonis, Camping World’s CEO and TV personality who starred on CNBC’s “The Profit,” to take over the company. he Join Overstock’s Board of Directors Last month and her She cheered her move To Beyond

JAT renewed those calls in a letter Friday and accused the board of “doubting” Lemonis, pushing him to the sidelines and dismissing his expertise.

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“In one of the few instances where I was able to engage with a board member on the subject of Marcus Lemonis not being allowed to help run the business, [chair of the board] Alison Abraham admitted to me that she (and others) were concerned that “Marcus had a secret evil plot.” “She allegedly repeated the same concern to interim CEO Dave Nielsen. When they asked her what this ‘nefarious plot’ might be, she admitted she didn’t know.”

Lemonis did not return a request for comment.

JAT called on Beyond’s board to answer its questions once and for all, and called on everyone from vendors to sell-side analysts to demand greater transparency.

“I would very much like the Board to be forced to explain what it is doing. This is not an unreasonable request. The below actions taken by the Board over the past 60 days appear to have been to the detriment of the company and shareholders,” the letter said. “This board has refused to explain why they made these decisions.”

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