Stride Rite (NYSE:SRR)
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Barington Capital Group Sends Letter to the Chairman and CEO of
The Stride Rite Corporation
Expresses Concern with Level of Stock Option Issuances
NEW YORK, April 19 /PRNewswire/ -- Barington Capital Group, L.P. sent the
following letter to the Chairman and CEO of The Stride Rite Corporation
(NYSE:SRR) today:
April 19, 2005
Mr. David Chamberlain
Chairman and Chief Executive Officer
The Stride Rite Corporation
191 Spring Street
Lexington, Massachusetts 02420
Dear David:
Barington Capital Group, L.P. represents a group of investors in The Stride
Rite Corporation ("The Company"). As one of your larger shareholders, we are
becoming increasingly concerned with the level of stock options that have been
issued by the Company. It appears to us that these grants have been excessive
and have materially diluted the benefits of the Company's stock repurchase
program -- the combination of which has negatively impacted shareholder value.
As you know, at the Company's 2001 annual meeting, shareholders approved the
2001 Stock Option and Incentive Plan (the "Plan") which provided for the
issuance of up to three million new equity grants to management, representing
in excess of 7% of the Company's outstanding shares at that time. Three years
later, on account of the Plan being nearly exhausted, shareholders approved an
amendment to the Plan which provided for the issuance of an additional three
million new equity grants, representing in excess of 7.5% of the Company's
outstanding shares at that time.
On October 22, 2004, in a letter to you, we expressed our hope that the Company
would be prudent in the issuance of new stock options under the Plan amendment.
So far, it appears that this has not been the case. During fiscal year 2004,
the Board granted 804,090 stock options (according to the Company's latest Form
10-K dated December 3, 2004), and in January 2005, the Board granted an
additional 742,000 stock options and restricted shares, mostly to its senior
executives (according to its Form 8-K dated January 18, 2005). These recent
grants have apparently already consumed more than 25% of the three million
additional shares that were authorized by the Plan amendment.
During the past three fiscal years, the Board has granted a total of 3.1
million stock options (according to the Company's latest Form 10-K). Over this
time period, the Company has had an average "burn rate," calculated as options
granted in a fiscal year divided by shares outstanding, of approximately 2.6%
-- a sizable number.
Commenting on Stride Rite's burn rate in its Proxy Paper dated February 27,
2004, proxy advisor Glass, Lewis & Co. stated " ... that is a lot of dilution
for the shareholders to accept ... By our calculations, the Company has been
granting options at a brisk pace and one that does not satisfy us that
shareholder interests are being carefully considered." Institutional
Shareholder Services ("ISS") has similarly stated in its Governance Weekly
bulletin dated March 24, 2005 entitled "Understanding Equity Burn Rates" that
average three-year burn rates greater than 2% would be considered by the proxy
advisor to be excessive. ISS went on to note that institutional investors are
beginning to incorporate burn rates into their proxy voting guidelines and
suggested that other investors may wish to upgrade their policies to do the
same.
While we recognize that the Company's amendment to the Plan was supported by
ISS last year, as noted in its U.S. Proxy Voting Manual, ISS only began
considering the average three-year burn rate of companies in its evaluation of
equity plans this year. In light of this, we wonder whether the Plan
amendment, which doubled the number of shares available for issuance under the
Plan to six million, would receive the approval of ISS and the Company's
shareholders today. As it was, Glass, Lewis & Co. recommended in its Proxy
Paper that shareholders vote against the Plan amendment and more than 32% of
the shares voted were either voted against or abstained from voting on the
amendment at the Company's 2004 annual meeting.
The effect of the Company's stock option issuances has been to dilute the value
of the stock held by the Company's shareholders, to the benefit of the
Company's management. While we support equity compensation grants as a means to
incent and retain management, we question the appropriateness of the level of
wealth that has been transferred to management during a time period when Stride
Rite's stock price has materially underperformed its peer group (as evidenced
by the stock performance graph in the Company's 2005 Proxy Statement).
The Company's stock option issuances have also negated the benefits to
shareholders of the Company's stock repurchase program. During the last five
fiscal years, the Company repurchased 10.4 million shares (according to its
Forms 10-K for the fiscal years ended 2000-2004). During this same time
period, however, total shares outstanding decreased by only 7.3 million shares,
leaving a dilution factor of nearly 3.1 million shares to be absorbed by
stockholders.
In addition, while the Company repurchased 432,200 shares during the first
quarter of 2005, shares outstanding actually increased during the quarter by
approximately 54,000 shares (according to the Company's Form 10-Q filing for
the period ended March 4, 2005). It appears to us that any benefits the
Company's stock repurchase program provides shareholders is being attenuated,
as it must also "mop up" prior equity grants to the Company's management.
In our opinion, the level of equity grants to management has gone too far,
causing us to question whether management's interests are truly aligned with
those of shareholders. Our concerns have been exacerbated by the recent spate
of insider selling that has occurred since the Company announced fiscal year
2004 results on January 13, 2005 (in excess of 200,000 shares based on our
calculations). We believe that insider selling at a time when Stride Rite has
yet to demonstrate a turnaround of its Keds brand and continues to firm up
other segments of its business sends a poor signal to the market concerning
management's view of the Company's long-term prospects.
If the Board intends to continue to "re-load" executive option packages every
few years to the detriment of shareholder value, we suggest that the Board
consider an alternative that would optimize value now for all shareholders, not
just stock option recipients -- put the Company up for sale. Under the
circumstances, we believe that a sale is the best course to pursue and
therefore advocate that the Board promptly consider this and other similar
strategic alternatives to maximize shareholder value.
We would appreciate the opportunity to discuss our concerns and suggestions
with you in greater detail. I will call your office to schedule a mutually
convenient time to speak with you next week.
Sincerely,
/s/ James A Mitarotonda
James A. Mitarotonda
cc: Christine M. Cournoyer
Shira D. Goodman
F. Lance Isham
Frank R. Mori
James F. Orr III
Myles J. Slosberg
Bruce Van Saun
About Barington Capital Group, L.P.
Barington Capital Group is an investment management firm that primarily invests
in undervalued, small capitalization companies. Barington and its principals
are experienced value-added investors who have taken active roles in assisting
management teams in creating or improving shareholder value.
CONTACT:
Ellen Barry / Robin Gilliland
Brunswick Group
(212) 333-3810
DATASOURCE: Barington Capital Group, L.P.
CONTACT: Ellen Barry or Robin Gilliland, both of Brunswick Group,
+1-212-333-3810