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Proxy Fight shapes up at Trans World

Proxy Fight shapes up at Trans World

Albany-based entertainment retailer has seen stock price plummet


If only I could mimic celebrity ring announcer Michael Buffer’s trademark “Let’s get ready to rum-mmm-ble!”
 
This matchup won’t be in a sports arena, though, but in a corporate boardroom: Mark Higgins, son of the late founder of the FYE retail chain, wants to oust a majority of the directors of parent Trans World Entertainment Corp. to put the brakes on what he sees as a nearly five-year financial skid.
 
“I believe the time for substantial change is now,” he stated this week in documents filed with the U.S. Securities and Exchange Commission.
 
Trans World will hold its annual meeting June 27 in Albany, at which shareholders will choose a slate of directors proffered by the company — usually a perfunctory exercise. But Higgins now has put up four additional names (including his own) to challenge the six incumbents and give the new blood a 4-2 board advantage.
 
His father, Robert Higgins, started Trans World with a single Record Town store in 1973, growing it into a movies-and-music retail powerhouse with nearly 1,000 locations across the country.
 
In more recent years, competition from other retailers and Americans’ shift to streaming services led to store closings and product changes. But as the elder Higgins stepped away from the day-to-day in 2014, the company was on solid footing.
 
That changed, though, under successor Michael Feurer, says the younger Higgins.
 
Charts included in Higgins’ filing show big drops in Trans World’s stock price and market capitalization since Feurer’s ascension. The stock, now threatened with delisting by the Nasdaq market at under $1 a share (it was trading at 28 cents this week) was at $3.50 when Feurer took over as chief executive in October 2014. Market cap — a measure of value — plunged from nearly $107 million to $12 million.
 
“I am concerned by the company’s deteriorating financial metrics,” Higgins says in the filing.
 
Higgins, who owns about 1.2 percent of the company’s stock, worked for Trans World for many years, starting as a teenager in 1981 and ending as chief merchandising officer in 2014. His father died in 2017.
 
In addition to himself, Higgins’ director nominees include three executives involved in corporate turnaround consulting, the film industry and consumer supply chain management.
 
Higgins, who lives in Loudonville, says he has “gone to great lengths” to carefully select the slate for skills “directly relevant” to Trans World and its “current challenges.”
 
Feurer is among Trans World’s director nominees; five have served on the board for several years and the sixth for two decades.
 
In response to Higgins’ proxy filing, Trans World issued a statement assuring shareholders that both board and management were “deeply committed to enhancing value for all shareholders.” The statement also praised the skills brought to the table by the existing board’s “six highly qualified directors.”
 
A subsequent filing with regulators, sent to shareholders, includes a unanimous recommendation from the board to “reject Mr. Higgins’ proxy solicitation” and vote instead for the company’s nominees.
 
It has been more than a decade since a locally based public company faced a proxy fight, where, in most cases, negotiation averted a rumble at the annual meeting. Will this one follow suit or go 12 rounds? We’ll have to see.
 
Marlene Kennedy is a freelance columnist. Opinions expressed in her column are her own and not necessarily the newspaper’s. Reach her at [email protected]

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