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Third Point's Loeb Plans Proxy Contest at Bath & Body Works

NEW YORK, Feb 22 (Reuters) - Billionaire investor Daniel Loeb told retailer Bath & Body Works on Wednesday that his hedge fund Third Point plans to launch a board challenge and said the company's addition of new directors does not address his concerns about governance, capital allocation and executive pay.

"As fiduciaries, we have no choice but to put forth qualified director candidates and give our fellow shareholders the opportunity to elect directors who can hold the stewards of their capital responsible for the decisions they make," Third Point founder Daniel Loeb wrote in a letter to the company's board.

A representative for Bath & Body works did not immediately respond to a request for comment.

Tensions had been simmering between the two sides for months ever since Third Point announced in December it owned a roughly 6% stake in the specialty retailer, criticized the company's high costs and its lagging share price. Third Point also hinted that he might try to push for board seats.

Now, Third Point is following through and announcing its board challenge only hours after Bath & Body Works on Tuesday said that it was adding a second new board member, possibly to assuage the hedge fund's criticisms.

The move did not appease Loeb and he accused the group of "operating in triage mode" instead of following best corporate governance practices. He said that the board left him no choice but to mount a proxy fight because his requests to add a shareholder representative to the board were ignored.

"Our discussions have stalled and our concerns about the way this board operates have intensified," the letter said.

He declined to say how many director candidates he would nominate or to identify them but said that one of his potential candidates had been rebuffed by the company.

Bath & Body Works in the last two weeks added two new members - a veteran chief financial officer with expertise in capital allocation and an expert in consumer products - to the board.

The board currently has 12 members and the window to nominate directors stretches into next month.

Loeb also took aim at Sarah Nash, the company's current board chair who had briefly assumed the role of interim chief executive last year.

She was paid $18 million on top of the $700,000 she was receiving to be board chair, Loeb wrote, calling the pay package "outsized," saying it signals a massive governance failure. Loeb said the company bungled its succession planning and that Nash was "ill-suited" for interim CEO role.

The company appointed Gina Boswell as CEO late last year.

Bath & Body Works is valued at roughly $10 billion.

This marks Third Point's first proxy fight since 2018 when it challenged Campbell Soup Co.

Reporting by Svea Herbst-Bayliss; Editing by Anna Driver

Source: Reuters

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