Iconix and Sports Direct sign cooperation agreement

By

Robin Driver

Published
Jul 27, 2018

New York-based Iconix Brand Group – whose portfolio of owned and licensed brands icludes Rocawear, Umbro and Ocean Pacific – announced on Thursday that it has entered into a cooperation agreement with Sports Direct International, allowing the British retail group to appoint two Directors to Iconix’s Board.

 
In return, Sports Direct, which holds an 8.6% stake in Iconix, has withdrawn its nominations for the Board elections set to take place at the company’s 2018 Annual Meeting.
 
Instead, Justin Barnes has been appointed to the Board of Directors, effective immediately, while current Board member James Marcum will remain on as the second Sports Direct designee.

Justin Barnes currently works with IBSL Consultancy Limited having previously served as head of brands at Sports Direct. He is also a chartered trademark attorney with extensive experience in intellectual property law.
 
“We are pleased to have reached this agreement with Sports Direct, which is in the best interests of the Company and all of our stockholders,” stated Peter Cuneo, executive chairman of Iconix’s Board and the company’s interim CEO, in a release.
 
“We look forward to working closely with Justin, and to continuing our positive relationship with Jim, as we continue the process to identify a permanent CEO and take the steps necessary to position Iconix for growth and stockholder value creation,” added Cuneo, who stepped into his current role last month when Iconix’s previous CEO John Haugh left to pursue other opportunities.
 
The cooperation agreement also requires that Iconix nominate Cuneo, Drew Cohen, Mark Friedman and Sue Gove, as well as Barnes and Marcum, for election to the Board at the company’s 2018 annual meeting. Sports Direct has then agreed to vote all of its shares in favor of this slate of directors.
 
An ad hoc Steering Committee has also been established in order to review Iconix’s operations. Members currently include Barnes, Marcum, Cuneo and Friedman and Gove, who will be joined by the company’s new permanent CEO once this position has been filled.
 
In addition, the agreement stipulates that the Board will have no more than seven members following Iconix’s 2018 annual meeting.
 
In light of the announced agreement, the meeting will no longer take place on August 2, as previously reported. The new date is yet to be disclosed but the Board has assured stockholders that it will be no later than October 1, 2018.