May 1 Union pension fund adviser CtW Investment
Group on Monday urged Urban Outfitters Inc's investors
to vote against two long-standing directors and said the board's
"extreme insularity" contributed to the company's weak
The apparel retailer has reported declining profits in the
last three years, as shoppers shift to buying online and from
fast-fashion brands such as H&M and Inditex's
CtW recommended voting against the company's two
longest-serving members of its nominating and governance
committee, Robert Strouse and Harry Cherken Jr, who are up for
re-election on May 23.
The current makeup bears the hallmarks of a highly insular
and long-tenured board, one that reflects the committee's
failure to maintain a robust and credible recruitment process,
CtW's Executive Director Dieter Waizenegger wrote in a letter to
"For a company that is so reliant on global sourcing and
focused on women, it is surprising that the board consists of
largely Caucasian males with law and finance backgrounds," the
CtW letter said.
The retailer's board has two women, including Margaret Hayne
who is Chief Executive Richard Hayne's wife.
CtW also accused Urban Outfitters of being "run as a family
business," citing the appointment of CEO Hayne's son, David
Hayne, as the company's first chief digital officer last year.
The company in 2015 acquired the Vetri Family Italian pizza
chain, which was founded by Marc Vetri, whom Hayne had
personally known for several years, CtW said.
CtW works with union pension funds with more than $200
billion in assets collectively "to enhance long-term shareholder
returns through active ownership."
(Reporting by Sruthi Ramakrishnan in Bengaluru; Editing by