Regis proxy fight to spur big changes

  • Article by: THOMAS LEE , Star Tribune
  • Updated: October 26, 2011 - 9:44 PM

The outcome of a vote at Thursday's annual meeting may give a hedge fund three seats on the Edina hair-salon company's board.

No matter the outcome of the bitter proxy battle between Regis Corp. and Starboard Value LP -- to be announced during Regis' annual shareholders meeting Thursday -- one thing is certain: The Edina-based operator of hair salons is on the cusp of fundamental change.

What's left to be decided at the annual meeting is who gets to oversee Regis' future. Starboard wants three seats on the board of directors; Regis has offered one, a position backed by Glass Lewis & Co., a proxy advisory firm.

In some ways, Starboard's effort to win a voice on Regis' board of directors is beside the point. The New York-based activist hedge fund, which owns more than 5 percent of the company, has already successfully pressured Regis to accelerate deeper cost cuts, explore the sale of non-core assets like Hair Club for Men and Women, and force change at the top: CEO Paul Finkelstein no longer plans to be executive chairman when he relinquishes the CEO post to president Randy Pearce next year.

Company executives, though, argue they were going to do those things anyway, a claim some find implausible. A Regis executive did not return a call seeking comment.

"While the board has taken certain steps to turn around the financial performance of the company ... these actions appear largely a reaction to the dissidents' campaign," according to a report by Institutional Shareholder Services, a proxy advisory firm that supports Starboard's campaign. "At the very least, the board's adoption of these remedial actions begs the question of why none of this was possible earlier, before it even got to the point of a shareholder proxy contest."

Indeed, Regis shares have steadily risen since late September, up 26 percent to close Wednesday at $16.32. That would suggest investors suddenly like the direction the company is heading.

Starboard executives say they expect to win a decisive victory for this reason: Despite all of the chatter about corporate governance, executive compensation, the number and mix of directors, the fate of all proxy battles boils down to shareholder value.

A company that delivers financial results for its investors will always fend off proxy challenges, no matter what problems dissidents raise, said Kathleen Wailes, senior vice president of Levick Strategic Communications, which advises companies on potential proxy fights.

From September 2010 to September of this year, Regis stock had fallen 26.4 percent while the S&P 400 Midcap Index, its peer group, dropped 2.6 percent.

"It comes down to performance," Wailes said, "or lack of. Often, management doesn't understand what to do or doesn't respond appropriately."

Thomas Lee • 612-673-4113

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