Boohoo states Revolution Beauty board behaved ‘inappropriately,’ pushes for general meeting

Dive Brief:

In a continuing battle, Revolution Beauty shareholder Boohoo on Wednesday asked the cosmetics company to convene a general meeting without delay to remove executives such as CEO Bob Holt from the board, according to a statement from Boohoo. The request comes one day after Revolution Beauty reappointed certain executives, including Holt, to the board.
U.K.-based fashion retailer Boohoo — which owns a 26.6% stake in Revolution Beauty — requested that Holt, CFO Elizabeth Lake and Chair and Senior Independent Director Derek Zissman be removed from their positions on the board and have Alistair McGeorge and Neil Catto appointed as directors.
In a move against Boohoo’s expressed wishes, Revolution Beauty on Tuesday announced that its sole remaining board director Jeremy Schwartz appointed Rachel Maguire and Matthew Eatough as directors of the company, who then reappointed Holt, Zissman and Lake.

Dive Insight:

The latest request from Boohoo to Revolution Beauty continues a battle stemming from the beauty brand’s shares being suspended in September 2022.

Revolution Beauty’s shares were suspended last fall after its fiscal year 2022 accounts “were not capable of publication at that time.” The company’s significant delay in publishing those results was due in part to a series of “historical issues,” which it previously stated included serious accounting issues requiring external advisers to undertake an independent investigation.

This resulted in several changes to Revolution Beauty’s leadership and management, with Holt taking on the CEO role in November 2022.

As such, Boohoo has expressed its desire to elect a new, majority-independent board. On Tuesday during Revolution Beauty’s annual meeting, Holt, Zissman and Lake were reappointed although resolutions to reappoint them were not passed by shareholders.

Revolution Beauty says that the directors were reappointed “to ensure that the Revolution Beauty board was suitable for a company listed on AIM and to ensure that the suspension of trading in the Company's shares can be lifted promptly.”

However, Boohoo states that the new board is “entirely comprised of directors who have appointed each other, whose appointments have not been approved by shareholders.”

Revolution Beauty announced that its suspension on trading shares was due to be lifted on Wednesday morning, noting that its board is now “well balanced and suitably experienced.”

“Boohoo 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,” Boohoo said in a statement.

Reiterating its views on what it describes as a hostile takeover attempt, Revolution Beauty called Boohoo’s actions “nothing short of value-destructive, opportunistic and self-serving.” The beauty brand said that at a time when the company has improved its fortunes and put the business back on track, Boohoo “is seeking to stage a board and management control coup without making a general offer, or paying a single penny, to independent shareholders.”