Macy's has averted a proxy fight and bolstered its board with the appointment of two new directors nominated by activist investor Arkhouse Management.

The department store chain also signalled its openness to Arkhouse and Brigade Capital Management's revised acquisition offer.

Arkhouse, which holds a 4.4% stake in Macy's, had nominated nine directors to the company's board in February.

To end the potential proxy battle, Macy's named Richard Clark and Richard Markee, two of Arkhouse's nominees, as independent directors. Arkhouse subsequently withdrew its remaining nominations.

Macy’s said Clark brings real estate expertise, while Markee has experience in the retail industry. They join Douglas Sesler, another recently appointed director, in bringing fresh perspectives to the board.

Tony Spring assumed the role of chairman, completing the company's leadership succession plan.

Evaluating the acquisition proposal

Arkhouse and Brigade made an initial $5.8bn buyout bid in December 2023.

The retailer turned down the bid in January 2024, citing concerns over the financing and valuation of the deal as the primary reasons for the refusal.  

In March, Macy's received a sweetened takeover bid from the investor group for $24 per share for the remaining shares they don’t already own, valuing the department store chain at $6.6bn.

Clark and Markee will participate on the board's finance committee, which will oversee the evaluation of Arkhouse and Brigade's buyout proposal. 

Macy's has already begun providing due diligence information to the potential acquirers for the takeover.

This strategic move aims to privatise the department store chain, responding to challenges posed by fierce competition from online retailers, which has impacted its market value.

Macy's has undertaken cost-cutting measures, including job reductions and store closures, while its board remains open to exploring options that create shareholder value, which includes potentially pursuing a takeover deal with Arkhouse and Brigade.