WSJ-5/11/09
One of Wall Street’s most high-profile investors is focusing his firepower on Target Corp., whose flailing performance in the recession has left it with a big bull’s eye on its back.
Hedge-fund mogul Bill Ackman has called a meeting in Manhattan Monday to introduce his slate of five dissident directors — including himself — that he is asking shareholders to elect May 28.
Mr. Ackman says his candidates will bring new ideas to the discount retailer and relevant expertise to a board he describes as slow to make critical decisions. “We’re not talking about revolution, but evolution,” he said in an interview. “We think we can make the company better.”
Not long ago, the challenge would have drawn little interest; Minneapolis-based Target was a darling of investors, out-selling rivals such as Wal-Mart Stores Inc., which struggled to copy Target’s cheap-chic clothing and eye-catching ads.
A 58% plunge in Target’s stock from September to March might make it easier for Mr. Ackman and his Pershing Square Capital Management to grab the attention of unhappy shareholders eager for change. Despite a recent rebound that has lifted the stock of most retailers, Target shares remain down more than 39% from their peak of about $70 in July 2007.
One weapon Mr. Ackman is deploying in the proxy battle is Wal-Mart, which has managed to post relatively robust growth despite the recession.
In past downturns, Target’s sales gains have trailed Wal-Mart by a percentage point or two, but since autumn that spread has widened to up to six percentage points. Some retail analysts have pointed out that Target’s business began to slow before the recession, evidence that, among other things, some competitors that copied its low-priced designer strategy might be stealing its thunder.
“Since the fourth quarter of 2007, Wal-Mart has outperformed Target on key operating metrics, including growth in retail revenues, same-store sales, and earnings per share,” Mr. Ackman wrote in a May 1 letter to Target shareholders promoting his board slate. On Thursday, Wal-Mart announced its U.S. discount-store sales in April shot up by 5.9%, while Target reported an anemic 0.3% rise.
Mr. Ackman has had some success in previous board battles. In 2006, he helped convince Wendy’s International Inc. to sell off its Tim Horton’s doughnut and coffee chain. In 2007 he tried to oust the entire board of Ceridian Corp., a payroll company, and replace it with an alternative slate. Pershing Square agreed to a compromise that gave it four seats on the board; Ceridian later was sold to buyout firm Thomas H. Lee Partners and insurer Fidelity National Financial Inc.
Target is taking Mr. Ackman’s proxy battle seriously. It has slammed him in a flurry of news releases and letters to shareholders, and defended its board, which includes former executives of General Mills Inc., Quaker Oats Co. and the current chair of Wells Fargo & Co., as having all the right experience to guide the company.
Target Chief Executive Gregg Steinhafel contends Mr. Ackman’s bid for board seats is a ploy for short-term stock gains. The activist’s proxy fight in Target, he wrote in a May 6 letter to shareholders, “is not aligned with our other shareholders.”
Standard & Poor’s Ratings Services recently described the battle, which Target figures will cost it more than $11 million, as “a distraction” for the retailer’s management and board.
Mr. Steinhafel argues a turnaround is already under way. Target is expanding its grocery offerings to more stores, and retooling its advertising campaign to emphasize low prices. “Getting better at what we do is our No. 1 priority,” Mr. Steinhafel said in an interview.
The Target strategy seems to be too little, too late to satisfy Mr. Ackman. He dedicated one of his hedge funds to Target’s stock, and lost $1.6 billion of investors’ money, forcing him in February to apologize for the fund’s “dreadful” performance over the previous two years. Today, according to his proxy material, his funds own about 3.3% of the company’s 752.3 million shares outstanding, and call options on an additional 4.5%.
After two years of prodding Target to change its business strategy, Mr. Ackman in March launched his proxy battle. His nominees include Jim Donald, former chief executive of Starbucks Corp. and a longtime supermarket executive; Richard Vague, who has run major credit-card firms; Michael Ashner, chairman of Winthrop Realty Trust, and Ronald Gilson, an expert in corporate governance who teaches at the law schools of Stanford University and Columbia University.
Last year, Mr. Ackman successfully pushed Target management to sell a stake in its credit-card portfolio, and he’s still insisting it unload the rest. Target has signaled it is willing to do so when the time is right. But he wasn’t able to convince Target management to spin off land it owns under its stores to create a publicly traded real-estate investment trust. Target deemed the move too costly, and said it could undermine the company’s credit ratings.
How investors will respond to Mr. Ackman’s proxy challenge remains to be seen. The two major firms that advise institutional investors on proxy votes, Risk Metrics Group and Proxy Governance Inc., said they will issue recommendations later this week.
But some shareholders are receptive. Wayne Kozun, manager of the Ontario Teachers’ Pension Plan, which has assets of $85 billion (Canadian) and a small holding in Target, says he thinks Mr. Ackman’s board candidates have a shot at succeeding.
“I just think it is good to see shareholders have more choice,” said Mr. Kozun, who added that his fund has not yet decided how it will vote.
Note: To view webcast of Bill Ackman’s town hall meeting go to www.tgttownhall.com at 11 am ET today.
