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Ackman, who is the largest shareholder in the retailer and has a seat on the board, writes about how he thought other board members were excluding him from meetings.
That turned out to not be true.
From the letter: [via WSJ]
Yesterday's press release implies that my letter was the first time the board was made aware of my concerns about the hiring process. As you know, for nearly four months I have been advocating for the promised search process to be launched. Last Friday, I wrote a several-thousand-word email to the board outlining my concerns about our current trajectory and the need for a rapid search process. I asked the board to consider my thoughts over the weekend. When Tom wrote back on Monday dismissing my approach, I assumed that the full board had met to consider my concerns and that Tom, as the spokesperson, was accurately representing the views of the outcome of that meeting.
I later learned that no such meeting had taken place and that Tom had simply called directors individually. A director I spoke to earlier this week explained that they agreed with my approach for an accelerated search process, but Tom did not a call a meeting so they could share their views with other board members. Boards must have the ability to deliberate openly amongst one another so that all points of view can be adequately discussed. By not calling a meeting, Tom prevented the board from properly functioning and fulfilling its fiduciary duties.
Then, Ackman, who owns a private Gulfstream G550, goes on to take a dig at Ullman for the use of a private jet. If you recall, the New York Post called out former CEO Ron Johnson for using the company jet to commute between Dallas and his Palo Alto, Calif. home.
From the letter:
I am concerned that personal relationships and potentially other business dealings outside of JC Penney are affecting certain board members’ judgment. While I do not know whether Tom is still splitting his GV aircraft with Mike – perhaps not, because Mike has access to our two G450s (one has to ask the appropriateness of our aircraft fleet in light of the current state of the Company) – these type of outside business dealings can color the thinking of our board when independent judgment is most needed. As a result, I would like the full board to be provided with full and fair disclosure on any directors’ business activities or financial dealings, charitable donations or activities, outside board involvement with Mike or JC Penney of any kind so that the full board is informed of the potential for any director conflicts.
Since September 28, 2010, the date of Ackman's initial 13D regulatory filing on JCPenney, shares of the retailer have tumbled more than 47%.