Irenic calls on The Restaurant Group chairman to step down - updated

In a statement shared with Restaurant​, the New York-based investor, which has a 2.4% stake in TRG, said Hanna had a ‘documented disregard for the best interests of all shareholders’.

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.”

This latest salvo comes amid an ongoing period of investor pressure for TRG, which owns the Wagamama, Chiquito and Frankie & Benny’s restaurant brands.

Over the past few months, activist investors including Oasis Management, Coltrane and TMR Capital have, alongside Irenic, called for change at the company​​, and protested over the remuneration of directors​​​​.

In his statement, Katz also lambasted what he described as Hanna's 'unwillingness to consider any independent, non-executive director candidates suggested by activist shareholders, regardless of the merit of that individual or the ways in which that person may add value to the board'.

“This refusal to evaluate potential director candidates on merit runs counter to the company’s stated corporate governance principles,” he said.

“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.”

At TRG’s annual general meeting back in May​​, Hanna was re-elected at chairman with 84% approval from investors.

Following the meeting, TRG noted the ‘significant votes’ against the re-election of Hanna, but said it believed a clear majority of shareholders support the current board and management team.

In response to Irenic’s comments, a spokesman for TRG said: “TRG acknowledges that it declined the request for a board seat from Irenic Capital Management, who own approximately 2.4% of the company. 

“TRG constantly reviews the appropriate composition of the board and only last month appointed a new non-executive director in Helen Keays.

“There are absolutely zero foundations for Irenic’s assertion that TRG’s decline of Irenic’s request for a board seat contravenes any corporate governance guidelines and the chairman enjoys the unanimous support of the entire board.”

Update​: Following the publication of this story, a representative for Irenic shared a further statement from the investor, made in response to TRG's comments.

It read: “At issue is TRG’s unwillingness to consider independent, non-executive director candidates on the merits — not representation for Irenic. TRG is acting in violation of the company’s own policies and corporate governance guidelines. The company’s misleading statements are desperate and disappointing.”