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Kathy Bronstein & Kathy Bronstein joins Wet Seal's BoD

21 Sep '12
5 min read

One potential new Director is prepared to join the Board as soon as a non-compete agreement with her most recent employer expires or a waiver can be obtained. The other potential new Director is prepared to join the Board after Clinton Group's consent solicitation is terminated or otherwise resolved.

Mr. Kahn and Mr. Horn said, "During the last few weeks we actively pursued a dialogue with our shareholders to listen to their concerns and explain our strategy. We heard from our shareholders that they would like to see an expanded Board with additional retail experience to bolster our effective stewardship of the company.

“We worked diligently to recruit highly qualified candidates, and we believe that with the immediate addition of Kathy and John, growing to seven members, and the possible near-term addition of two more solid candidates, this Board will contribute a strong combination of retail experience and fresh perspectives to the company.

“Together with our existing Board members, we will have the necessary stability and continuity to carry out the execution of our strategy to return The Wet Seal to our historically successful fast fashion business model."

Changes to Board Committee Structure and Compensation

With the addition of Ms. Bronstein and Mr. Goodman as new Board members, the company announced several changes to Board structure and compensation.

The company announced that it has disbanded the Board's Strategic Oversight Committee and rescinded previously announced additional compensation for the Committee's members. The full Board, including the new members, is empowered to determine and execute upon an effective capital allocation plan and evaluate all strategic initiatives to enhance shareholder value.

The Board also has reviewed the compensation and responsibilities for Chairman Hal Kahn in his increased role during this interim period while it searches for a CEO. The Board and Mr. Kahn have determined that it is appropriate to reduce Mr. Kahn's overall compensation to reflect an expectation of a reduced level of Mr. Kahn's direct oversight during the last 90 days of this fiscal year. Further details on these changes are available in the Form 8-K filed today, which can be found on the company's website.

In addition, each Board member's annual retainer will be reduced by $25,000 beginning in Fiscal 2013.

CEO Search Continues

The Board is working actively with leading recruiter Korn/Ferry to find a new CEO for The Wet Seal. The Board already has been approached by a number of qualified candidates and is confident it can successfully fill the role in the near-term.

"Neither the Board nor Wet Seal investors believe that a prolonged proxy fight is in the best interests of the company or our shareholders," said Mr. Kahn. "Clinton Group's unwillingness to date to agree to a fair and reasonable compromise indicates that it is not acting in the best long-term interests of all shareholders."

Mr. Kahn added, "We believe that our newly expanded board is comprised of the right individuals with strong retail and business experience to work with management to guide the company's return to its previously successful fast fashion model."

Wet Seal Inc

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