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Morning Brief: Marcato Sues Deckers Amid Proxy Fight

Marcato International has filed a complaint against the footwear company as it seeks approval of its board nominees.

  • By Stephen Taub


Marcato International filed a complaint in the Court of Chancery of the State of Delaware against Deckers Outdoor Corp., the owner of footwear brands UGG and Teva, for refusing to place the activist investor’s board nominees on the proxy for the company’s annual meeting. The complaint, disclosed in an October 23 filing with the Securities and Exchange Commission, also accuses Deckers of violating Delaware corporation law by deferring its annual meeting until December 14, more than 15 months since its last one.

“Marcato’s lawsuit is unnecessary, a distraction from our successful transformation, and a self-serving attempt to advance its own interests at the expense of all other stockholders,” Deckers said in a statement. “We will vigorously defend against Marcato’s claims and will continue to work hard on behalf of all stockholders.”

Marcato, which owns an 8.4 percent stake in Deckers, said in the complaint that a costly change-of-control provision would be triggered if stockholders replaced a majority of the footwear maker’s directors with nominees who aren’t approved by Deckers before their election. By the company’s own calculation, triggering of the change-of-control provision “will result in a windfall” of about $19 million in accelerated equity awards and deferred compensation payments for the company’s executives, according to Marcato’s complaint. The proxy penalties could total more than $36 million, depending on the exercise price for any outstanding stock options, according to the complaint.

Shares of Deckers rose 2.2 percent Tuesday to close at $67.18.

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Darsana Capital Partners has disclosed in a regulatory filing that as of October 12 it owned more than 9.4 million shares of the New York Times Co. for a 5.8 percent stake. The holding was disclosed in a 13G filing, so it is passive. While Darsana owned 3 million shares of the publishing company at the end of the second quarter, the total owend at the end of September won’t be disclosed for another three weeks.

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Shares of hedge fund firm Och-Ziff Capital Management Group surged about 7.7 percent Tuesday to close at $3.65 despite no apparent significant news. The multistrategy firm’s stock is now up nearly 70 percent from its April low. At the end of the second quarter, John Griffin’s Blue Ridge Capital was the firm’s second-largest outside investor, while Odey Asset Management Group was the fourth biggest.

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