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Potential Proxy Fight Looms at e.l.f.

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Published: June 22nd, 2020
Mario Cibelli-led Marathon Partners is considering a director contest at e.l.f. Beauty, according to a person familiar with the situation.

Marathon Partners Equity Management LLC is considering a director contest at e.l.f. Beauty Inc. (ELF), according to a person familiar with the situation.

A proxy fight used to be off the table for Mario Cibelli-led Marathon, but a move by major e.l.f. shareholder TPG Capital LP to half its stake in the company may improve the insurgent’s chances at influencing change. TPG decreased its stake in e.l.f. from nearly 30% to 14%, according to FactSet Research Systems Inc.

TPG decreasing its stake also opens the door for a massive reshuffling of e.l.f.’s board, which currently includes at least two TPG-affiliated directors, even after the departure of former TPG partner William McGlashan in response to his Operation Varsity Blues indictment. Likewise, e.l.f. director Richard Wolford served as a director at San Francisco-based TPG before 1987, according to BoardEx, a sister company of The Deal.

The timeline is unclear for a possible campaign — there isn’t a deadline set for nominating directors and the date for the 2020 annual meeting is unannounced, as e.l.f. pushed its fiscal year back to March, per a December 2018 announcement.

At the time, the company explained that it was shifting its fiscal year to better assess the performance of its products on the cosmetic shelves of Walmart Inc. (WMT) and Target Corp. (TGT).

An e.l.f. spokesperson elaborated, stating that the company “moved its fiscal year to begin on April 1 in order to better align with shelving cycles of our largest customers… [as] large retailers reset cosmetic shelves in February and March of each year, the fiscal year change allows the Company to better assess initial performance of our shelf resets.”

Based on previous securities filings, The Deal has calculated that Oakland, Calif.-based e.l.f.’s 2020 annual meeting will likely be held in July or August, and that the deadline to nominate directors would likely be in April or May.

Editor’s note: The original version of this article, including advisers and other details, was earlier published on The Deal’s premium subscription website. For access, log in to TheDeal.com or use the form below to request a free trial.

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