Barington pushes for independent chair at Bloomin’ Brands

NEW YORK (Reuters) – Activist investor Barington Capital Group L.P. on Monday turned up the heat on Outback Steakhouse owner Bloomin’ Brands Inc’s board by urging it to hire an independent chair to push management to spin off three smaller restaurant chains.

The New York-based hedge fund said Bloomin’ Brands chief executive, Elizabeth Smith, who also serves as board chair, has held the company back, blaming her for a lagging stock price, lower revenue growth and a lack of strategic focus.

Now Barington is pressuring not only management to make better operational decisions but also the board to bring in someone who can oversee management more effectively.

Barington asked the board “to appoint an independent Chairman to help improve Board oversight of management and the strategic direction of the Company” in a letter seen by Reuters.

Bloomin’ Brands’ lead independent director James Craigie said the board is “actively engaged in overseeing the strategy of the Company,” and supports management and its successful ongoing efforts.

Barington wants Bloomin’ Brands to hire a strategic adviser and to spin off Bonefish Grill, Carrabbas and Flemings into a new company. Outback, a more casual steakhouse chain, should be operated separately, the hedge fund said.

Barington has not called for Smith to be replaced as CEO but pointed to shortcomings in its seven-page long letter.

“Smith has failed to create meaningful long-term value for shareholders during her tenure as a public company CEO,” Barington wrote. It is concerned “that Ms. Smith has not announced measures to improve the Company’s strategic focus,” the fund said, adding “A more focused management team would perform substantially better.”

Barington first raised concerns with Smith in February. The fund said Smith has declined to meet or speak in person. The fund has spoken with the chief financial officer and an investor relations executive and the company said there have been seven discussions with Barington.

It urged the board to add other independent directors and offered to supply names.

Bloomin’ Brands stock has fallen 8.34 percent this year and was trading at $19.85 on Monday. In February, Barington forecast the price could climb to roughly $41 a share if its suggestions were followed.

While a number of activist investors have called for the ouster of a CEO even at the outset of campaigns, Barington prides itself on working collaboratively with target companies and has run only seven proxy contests during its 18-year long life-time.

Reporting by Svea Herbst-Bayliss

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