Wagamama shareholder calls for chairman to be replaced
The company has been facing mounting pressure from investors as the financial performance of the company has faltered in recent years
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Irenic Capital Management, minority shareholder in The Restaurant Group which owns Wagamama, has called on the board of the company to replace chair Ken Hanna.
Irenic, which owns a shareholding of 2.6% in TRG, wants Hanna replaced due to his “documented disregard for the best interests of all shareholders”.
Alongside dismissing Hanna, Irenic also believes that the company needs to add new independent directors and run a legitimate strategic review process with “all options on the table”.
Adam Katz, co-founder and chief investment officer of Irenic, said: “Over the past year, Irenic has attempted to work constructively and privately with The Restaurant Group. We’ve encouraged the company’s leadership to appropriately align executive compensation with shareholder returns, reduce excess overhead costs and speed up the disposal of non-core assets to delever and increase focus on the high-return Wagamama operations.
“The response from the board and management has been to dither and to delay. The result for all of the company’s shareholders has been disaster. During the course of our private engagement, Mr. Hanna has made clear that he is unwilling to consider any independent, non-executive director candidates suggested by so-called ‘activist’ shareholders.”
He added: “Mr. Hanna’s partiality towards certain shareholders (including potentially affording them veto rights over director appointments) and his antipathy towards other shareholders are equally incompatible with the company’s principles.
“His positions undermine the fundamental tenet that shareholders of equal rank should be treated equally. As such, we believe Mr. Hanna should resign, or the board should take steps to appoint a new chairman that can represent all shareholders.”
Irenic joined Oasis Management in calling for change on the TRG board after Oasis urged the company to “take steps to restore market confidence” in February.
TRG faced a revolt from shareholders, led by Oasis, in May after over 45% of shareholders voted against the company’s directors remuneration report for 2022.
The company has been facing mounting pressure from investors as the financial performance of the company has faltered in recent years.
