MIAMI--(BUSINESS WIRE)--George Feldenkreis, the largest shareholder of Perry Ellis International, Inc. ("Perry Ellis" or the "Company") (Nasdaq: PERY) with approximately 10.8% of the Company’s outstanding common stock, announced today that he has nominated Oscar Feldenkreis, Mary Ellen Kanoff, Scott A. LaPorta and Matthew McEvoy for election to the board of directors (the "Board") of Perry Ellis in connection with the Company's upcoming 2018 annual meeting of shareholders (the "Annual Meeting").
On February 6, 2018, Mr. Feldenkreis, the former President and Chief Executive Officer of the Company, submitted a letter to the Board with a proposal to acquire all of the outstanding common stock of Perry Ellis not already beneficially owned by Mr. Feldenkreis at a price of $27.50 per share (the “Proposal”). Mr. Feldenkreis believes that the Proposal presents an opportunity for Perry Ellis shareholders to realize an attractive, all-cash premium for their shares in a challenging operating environment.
Since submitting the Proposal, Mr. Feldenkreis has acted in good faith and devoted considerable time and resources to expeditiously negotiate a transaction with the Special Committee of the Board. Mr. Feldenkreis has provided drafts of his debt financing commitment letters to the Special Committee, which together with an equity rollover, provides firm financing to support the Proposal. Mr. Feldenkreis had hoped to sign a definitive agreement with the Company by the deadline set by the Company for the submission of director nominees for the Annual Meeting of Friday, May 18, 2018. Instead, the Company has sought additional time and proposed a third extension of the nomination deadline. Given the amount of time that has passed since the Proposal was submitted to the Board and Mr. Feldenkreis’ belief that any remaining issues in the definitive agreement could be resolved without the need for an extension, Mr. Feldenkreis has determined to preserve his rights as a shareholder and nominate a slate of directors for election at the Annual Meeting.
Mr. Feldenkreis intends to continue negotiations with the Special Committee and its advisors to achieve a value-enhancing transaction that will benefit all shareholders. Mr. Feldenkreis reserves all rights to modify the Proposal based on actions taken by the Special Committee.
Mr. Feldenkreis’ nominees:
Oscar Feldenkreis has served as the Company’s Chief Executive Officer and President since April 2016. Oscar Feldenkreis was elected the Company’s Vice President and a director in 1979 and joined the Company on a full-time basis in 1980. Oscar Feldenkreis has been involved in all aspects of the Company’s operations since that time and was elected President/COO, in February 1993, and Vice Chairman of the Board in March 2005. He is on the board of the American Apparel & Footwear Association, President of the Friends of the Israel Defense Forces (FIDF), Greater Miami Chapter, member of the Leadership Council of the Greater Miami Jewish Federation, an advisory board member of the Miami Fashion Institute for Miami-Dade College, an advisory board member of My Mela and an advisory board member for the University of Pennsylvania’s Wharton School of Business Retail. Oscar Feldenkreis is deemed to beneficially own approximately 7.7% of the Company’s outstanding common stock.
Mary Ellen Kanoff has been the Chief Legal Officer and General Counsel of Peninsula Pacific, a private equity firm focused in long-term investments and managing businesses in the consumer, gaming and industrial service sectors, since joining Peninsula Pacific in July 2013. Prior to joining Peninsula Pacific, she served as a corporate partner at the law firm of Latham & Watkins for over 25 years, specializing in corporate finance, mergers and acquisitions, and general company representation. Ms. Kanoff serves on the board of Concrete Pumping Holdings, Inc. and Vorteq Coil Finishers, LLC, two of Peninsula Pacific’s portfolio companies. Ms. Kanoff also serves on the University of California, Berkeley Foundation Board of Trustees, the Providence of St. John’s Health Center Board and the Chrysalis Board of Directors, a non-profit organization helping homeless men and women find and retain employment.
Scott LaPorta has served as the President and Chief Operating Officer of Neurobrands, LLC, a functional beverages brand, since January 2017. Previously, Mr. LaPorta was President of Bolthouse Farms, a brand of super premium juices, smoothies, salad dressings, and fresh carrots, from August 2015 to July 2016 and served as its Chief Financial Officer and Chief Operating Officer from September 2009 to July 2015. Prior to that, Mr. LaPorta served as the Chief Executive Officer of Global Consumer Acquisition Corporation, a public fund focused on consumer businesses, in 2007 to 2008. From 2002 to 2006, Mr. LaPorta served in various capacities at Levi Strauss, Inc., including as President of Levi Strauss Signature USA, Levi Strauss Mexico and Canada from 2004 to 2006 and as Senior Vice President of Finance, Strategy and Sales, North America from 2002 to 2003. Previously, Mr. LaPorta held key leadership roles at Park Place Entertainment, including serving as a Director of Jupiters Limited, an Australian public gaming company.
Matthew McEvoy is a senior luxury goods executive with over 25 years’ experience working with consumer companies. Since September 2017, Mr. McEvoy has served as an independent strategic advisor. From 2002 until September 2017, Mr. McEvoy held several executive roles at Burberry Group plc, a London-based luxury apparel and accessories company, including Chief of Strategy and Business Development, from 2008 until his departure, and SVP Strategy, Licensing and Investor Relations from 2002 to 2008. Prior to joining Burberry, Mr. McEvoy spent nearly 15 years at Goldman Sachs & Co., a global investment banking, securities and investment management firm, where he held positions of increasing responsibility, including Vice President of the High Technology Group and Retail and Apparel Focus Group. Mr. McEvoy has served as an independent director of Vera Bradley, Inc., a publicly listed branded retailer, since August 2011.
About George Feldenkreis:
George Feldenkreis is the founder of Supreme International, which started designing and importing apparel in 1967, eventually went public in 1993, and changed its name to Perry Ellis International, Inc. upon completing the acquisition of the brand in 2000. George Feldenkreis has been an owner of the Company for over 50 years, its president, CEO, and Chairman of the Board since 1967 until September 2017, and continues to be a member of the Board.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
George Feldenkreis, together with the other participants named herein (collectively, “Feldenkreis”), intends to file a preliminary proxy statement and an accompanying BLUE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of director nominees at the 2018 annual meeting of shareholders of Perry Ellis International, Inc. ("Perry Ellis" or the "Company"), a Florida corporation (the “Company”).
FELDENKREIS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A BLUE PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC.
The participants in the proxy solicitation are expected to be George Feldenkreis, Oscar Feldenkreis, the Feldenkreis Family Foundation, Inc. (the “Foundation”), Mary Ellen Kanoff, Scott A. LaPorta and Matthew McEvoy (collectively, the “Participants”).
As of the date hereof, George Feldenkreis directly beneficially owned 1,590,572 shares of Common Stock, $0.01 par value (the “Common Stock”) of the Company. George Feldenkreis, as the President and Director of the Foundation, may be deemed to beneficially own an additional 122,316 shares of Common Stock beneficially owned directly by the Foundation. As of the date hereof, Oscar Feldenkreis may be deemed to beneficially own 1,223,329 shares of Common Stock, including (a) 844,235 shares of Common Stock held by a revocable trust of which Oscar Feldenkreis is the trustee, (b) 150,000 shares of Common Stock held by three irrevocable trusts, each of which holds 50,000 shares of Common Stock, of which Oscar Feldenkreis’ spouse is the trustee, and (c) 229,094 shares of Common Stock held directly, which includes (i) 7,388 shares of restricted stock that vest on April 20, 2019, (ii) 44,333 shares of performance stock granted in April 2016, which vest up to 100%, provided that certain performance criteria have been achieved as of the last day of fiscal 2019 (and he may be entitled to additional performance shares if the Company exceeds the performance goals), (iii) 13,144 shares of restricted stock that vest in two remaining annual installments beginning on April 25, 2019, (iv) 39,425 shares of performance stock granted in April 2017, which vest up to 100%, provided that certain performance criteria have been achieved as of the last day of fiscal 2020 (and he may be entitled to additional performance shares if the Company exceeds the performance goals), (v) 15,849 shares of restricted stock that vest over three years beginning April 9, 2019, and (vi) 31,693 shares of performance stock that vest up to 100% if certain performance goals are met and the Reporting Person is employed by the Company on the last day of fiscal 2021 (and the Reporting Person may be entitled to additional performance shares if the Company exceeds the performance goals). Mr. Oscar Feldenkreis has the power to vote but does not have the power to sell, transfer, pledge, or otherwise dispose of the restricted and performance shares until the shares have vested. As of the date hereof, none of Ms. Kanoff or Messrs. LaPorta and McEvoy beneficially owned any shares of Common Stock.