Men’s Wearhouse: Surrendering the Captain to Save the Crew or Corporate Mutiny

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 26^th, 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/