Revolution’s Boohoo drama continues with eventful AGM

28th June 2023 | Jack Oliver

An ongoing battle between the boards of Revolution Beauty and Boohoo has accelerated further after an eventful annual general meeting for the cosmetics brand.

At Tuesday’s meeting, Revolution chief executive officer Bob Holt, chief financial officer Elizabeth Lake, and chair Derek Zissman were all removed following a vote put forward by majority shareholder Boohoo, which owns around 26.6% of Revolution’s share capital.

However, they were then reappointed to the board by remaining independent director Jeremy Schwartz after the meeting, despite 74% of Revolution’s shareholders voting in favour of their removal.

Boohoo said Schwartz’s actions “contravened corporate governance” practice and described them as an “abuse of process”. It added that it failed “to see how such a board can claim to be acting in the best interests of shareholders, and is instead self-serving”.

This comes as trading in Revolution’s shares has been restored to the London Stock Exchange, following their suspension in September.

A subsequent accounts probe found a number of wrongdoings regarding historical sales, methods of inventory provisioning and personal loans made by former CEO Adam Minto.

Earlier this month, Boohoo encouraged Revolution’s shareholders to vote out the board and replace it with its own, citing the need to return to growth. Revolution said it was a “cynical” attempt to seize control.

Following Tuesday’s meeting, Revolution reiterated its prior view regarding Boohoo, saying that its approach is “nothing short of value-destructive, opportunistic and self-serving”.

Revolution added: “At a time when, thanks to management’s tireless efforts, the company’s fortunes are significantly improved, with business back on track and restoration to trading […] occurring [on Wednesday], Boohoo is seeking to stage a board and management control coup without making a general offer, or paying a single penny, to independent shareholders of the company.”

Boohoo said it remains supportive of a lifting of the suspension, but “not at the expense of doing so with a board that has proven to behave inappropriately”.

It added: “Boohoo remains committed to wholesale board changes at Revolution Beauty and the appointment of a new, majority-independent board with the right balance of skills and experience and believes that it is of paramount importance that the future board of directors of Revolution Beauty have direct and relevant experience of dealing with its customers.”

The online fashion retailer has called on Revolution’s board to remove Bob Holt, Elizabeth Lake and Derek Zissman and to appoint Alistair McGeorge and Neil Catto as directors, and “not to resort to further attempts to obstruct shareholders”.

Boohoo is expected to speak to the London Stock Exchange and the financial regulator about Revolution’s behaviour, the Financial Times has reported.


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