Men’s Wearhouse: Surrendering the Captain to Save the Crew -or- Corporate Mutiny
By: Jody R. South
The Men’s
Wearhouse was founded in 1973 by George Zimmer in Houston, Texas (Smith, 2013). Since then, the company has amassed over 1,100
stores in the United States and Canada.
Presently, Men’s Wearhouse is undergoing talks with its competitor, Jos.
A. Bank Clothiers, Inc., who offered to buy the company for an unsolicited $2.3
billion; a decision that will likely be made prior to the completion of this
paper (De La Merced, 2013).
In June of
2013, Zimmer was dismissed from his role as Executive Chairman for reasons
undisclosed (Smith, 2013). Five days
later, he quit the Board. This paper
uses a metaphor of captain, ship, and crew to communicate the controversy of
Zimmer’s dismissal. The first section of
this paper, “Surrendering the Captain to Save the Crew”, metaphorically outlines
the position of the Men’s Wearhouse Board of Directors. The report shall than summarize the position
of George Zimmer in the section entitled, “Corporate Mutiny…Marooned”. This paper shall attempt to remain
unbiased. Therefore, it shall not
endeavor to make any conclusions or speculation; nor shall it characterize the
author’s opinions in the matter.
Surrendering the Captain to Save the
Crew
In the days
following Zimmer’s dismissal, a Men’s Wearhouse press-release noted that Zimmer
was removed from his office due to his refusal to support management unless
they “acquiesced to his demands" (Kaplan, 2013). According to the company, "Mr. Zimmer
expected veto power over significant corporate decisions" (2013). The company attested that ultimately, he was
fired due to his inability to come to terms with Men's Wearhouse’s status as a publicly
traded company with “an independent Board of Directors and that he has not been
the chief executive officer for two years” (2013). They further noted that Zimmer “advocated for
significant changes that would enable him to regain control" (2013).
The Men’s
Wearhouse Board of Directors noted in a press release that “Mr. Zimmer reversed
his long-standing position against taking the company private by arguing for a
sale of the Men's Wearhouse” (Dennard, 2013).
The release went on to state that, "The Board
believes such a transaction would not be in the best interests of our shareholders, and it would be a very risky
path on many levels. It would require
the company to take on a huge amount
of debt to pay for such a transaction.
The Board strongly
believes that such a transaction would be highly risky for our employees and would threaten our company culture
that is so important to all of us (2013). At the time of this press release, the
Board unanimously believed that selling the company was not in the best
interest of its shareholders. However,
contradictory to this belief, just five months later, the Board is presently
contemplating an offer from Jos. A. Banks" (De La Merced, 2013).
Here, we find
that the crew, the management team and Board of Directors of the company, has
decided that their former captain, George Zimmer, was no longer fit to command
his ship, the Men’s Wearhouse. If the
accusations of the Board were indeed infallible, it is possible that they
removed their captain to prevent the demise of the ship and crew. In the Herman Melville novel, Moby-Dick; or, The Whale, had the crew
of the Pequod foreseen the devastation that transpired attributable to Captain Ahab’s
pursuit of the White Whale, it is likely that they too would have surrendered
the captain to save the crew (1851).
Corporate Mutiny…Marooned
George
Zimmer, owner of 3.5 percent of the Men’s Wearhouse shares, is the company’s
largest single shareholder (Strauss, 2013).
Zimmer issued a written statement on June 26th, 2013 following
his dismissal from the company addressing the conditions surrounding the issue.
Zimmer noted
that he unswervingly “encouraged the company to take a longer term approach of
investing most of our profits back in the company” (Lutz, 2013). He stated that in previous years, the company
did so “rather than pursuing shorter term strategies based on financial
engineering” (2013). Zimmer indicated
that Men’s Wearhouse had recently begun to stray for his envisioned path and
that, in order to defend their actions, the Board of Directors are presently
depicting him as inflexible and “determined to regain absolute control by
pushing a going private transaction for [his] own personal benefit and ego”
(2013). Which, according to Zimmer, is
incorrect (2013).
In the spring
of 2013, apprehensive of recent decisions to focus on short term capital gains,
Zimmer noted that he asked the Board to conduct a strategic analysis of
alternatives to include the prospects of going private (Lutz, 2013). "Rather than
thoughtfully evaluating the idea or even checking the market to see short term what value might be created through
such strategic alternatives, the Board quickly and
without the assistance of financial advisors simply rejected the idea, refused
to even discuss the topic or permit me
to collect and present to the Board any information about its possibilities and feasibility, and instead
took steps to marginalize and then silence me" (2013).
Here, we find
that the captain, George Zimmer, has been marooned, fired by the crew, the
Board of Directors. In the eyes of
Zimmer, a mutiny has occurred aboard his ship, the Men’s Wearhouse. It is his belief that the Board has become
focused on defending their positions rather than “considering the full range of
possibilities that might benefit our shareholders and indeed all our
stakeholders” (Lutz, 2013). Zimmer
believes that the Board is sacrificing long term success for short term gains
and his concern for the company he built resulted in his dismissal.
References
De La Merced, M.J. (2013). Investor says Men’s Wearhouse will review merger with Jos. A. Bank. The New York Times DealBook. Retrieved November 12, 2013 from: http://dealbook.nytimes.com/2013/11/12/investor-says-mens-wearhouse-will-review-merger-with-jos-a-bank/?ref=menswearhouseinc
Dennard, K. (2013). Men's Wearhouse Board of Directors Provides Further Comments on Termination of George Zimmer. PR Newswire. Retrieved November 10, 2013 from: http://www.prnewswire.com/news-releases/mens-wearhouse-Board-of-Directors-provides-further-comments-on-termination-of-george-zimmer-212894951.html
Kaplan, D. (2013). Men's Wearhouse explains why it canned Zimmer. Houston Chronicle. Retrieved November 10, 2013 from: http://www.chron.com/business/article/Men-s-Wearhouse-explains-why-it-canned-Zimmer-4620732.php
Lutz, A. (2013). Fired Men's Wearhouse founder George Zimmer rips on Board in open letter. Business Insider. Retrieved November 18, 2013 from http://www.businessinsider.com/mens-wearhouse-letter-from-zimmer-2013-6
Melville, H. (1851). Moby-Dick; or, The whale. New York: Harper & Brothers.
Smith, A. (2013). Men's Wearhouse founder: I'm not an egomaniac. CNN Money. Retrieved November 10, 2013 from: http://money.cnn.com/2013/06/27/news/companies/zimmer-mens-wearhouse/
Smith, A. (2013). Men's Wearhouse fires the 'I guarantee it' guy. CNN Money. Retrieved November 10, 2013 from: http://money.cnn.com/2013/06/19/news/companies/mens-wearhouse-zimmer/
Strauss, G. (2013). Company abruptly fires its founder on the day it was scheduled to hold its annual shareholder's meeting. USA Today. Retrieved November 18, 2013 from: http://www.usatoday.com/story/money/business/2013/06/19/mens-wearhouse-founder-chairman-george-zimmer/2437493/