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37.7% of Target shareholders want independent chairman

BY CSA STAFF

Target’s annual meeting was pretty much a non-event on June 10, aside from the fact that a corporate structure in which Brian Cornell serves as both chairman and CEO doesn’t sit well with many shareholders.

Nearly 38% of the shares voted at Target’s annual meeting supported a proposal requiring the company’s chairman to be independent. The specific proposal called for the board to adopt a policy, and amend the bylaws as necessary, that would require the chair of the board of directors, whenever possible, be an independent member of the board.

“We do not have an express policy as to whether the roles of chair of the board and chief executive officer should be combined or separated,” Target asserted in its proxy statement ahead of the meeting. “Instead, the board prefers to maintain the flexibility to determine which leadership structure best serves the interests of Target based on the circumstances.”

The circumstances for Cornell are apparently the same as for his predecessor Gregg Steinhafel. He held the titles of chairman, CEO and president and also drew the ire of a large number of shareholders. In 2014 and 2013, Target shareholders voted on a proposal calling for an independent chairman.

Although defeated both years, in 2014 a total of 45.8% of shares voted for the proposal and in 2013 more than 37% of shares voted supported the idea of an independent chairman. The strong level of support in 2014, prompted Target to hire a consultant to review its leadership structure, review academic studies and contemplate separating the positions. However, a determination was made to keep the positions combined because of Cornell’s experience.

“The board’s decision to offer Mr. Cornell both the chairman and CEO positions is also expected to serve Target’s goals by allowing Mr. Cornell to coordinate the development, articulation and execution of a unified strategy at the board and management levels,” Target explained in its proxy statement. “The board has maintained its view that Target should have the flexibility to determine whether to combine or separate the roles of chair and CEO.Through our shareholder engagement meetings following Mr. Cornell’s appointment, we concluded that, although shareholders expressed different views on their preferred leadership structure, there was no prevailing theme on a preferred structure for Target Corporation.”

An awful lot of the company’s shareholders disagreed with that position.

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News

Unilever launches Chinese e-commerce site

BY CSA STAFF

As more brands evolve to a direct-to-consumer model, Unilever is expanding its direct selling to China by launching a flagship store on JD.com.

The Unilever flagship store on JD Worldwide, which is JD.com's cross-border e-commerce platform, will feature products from a range of Unilever’s most popular global brands such as Ponds, Dove and Vaseline. Notably, the flagship store will make available three product lines from Lux's shampoo range, which are currently the best-selling shampoo products in the Japanese market.

Unilever joins a growing list of leading brands that have launched flagships with JD.com in 2015, including UNIQLO, Sephora and Luxottica.

"JD.com is a long-time partner and our fastest growing e-commerce sales channel in China, so we're excited that this partnership with JD Worldwide will extend our offering to include many of the best-known products in our global portfolio," said Andy Li, director of Unilever's China e-commerce business. "Unilever has more than 400 brands globally, many of which are not yet available in the Chinese market. By partnering with JD Worldwide, we can quickly and efficiently address growing demand from Chinese consumers for many of our most successful products in the US, European and Asian markets."

The Unilever flagship store will feature products from a range of Unilever's most popular global brands, some of which will be made available to Chinese consumers for the first time.

"This partnership with Unilever brings some of the most respected brands in health and beauty to our platform," said JD VP Leo Li, who heads JD Worldwide. "We aim to make it easier for global brands like Unilever to connect with Chinese consumers through our complete cross-border service that takes care of everything from customs to marketing. Our partnership with Unilever, which produces hundreds of the most trusted consumer brands in the world, further expands the variety of imported products Chinese consumers can quickly and conveniently buy from JD.com. This partnership illustrates how we are working with leading international brands to meet growing consumer demand in China for imported products."

The Unilever flagship store launch coincides with JD.com's major anniversary sale, with products from some of Unilever's best-known health and beauty brands now available on JD Worldwide. Brands featured include Ponds, Dove, Vaseline and Lux. The offering includes three product lines from Lux's shampoo range that are currently the best-selling shampoo products in the Japanese market, which are now available for the first time in the Chinese market through JD Worldwide.

In the coming months, the range of products featured will be extended to include some of Unilever's premium personal care, home hygiene and food brands. Joining JD Worldwide expands Unilever's partnership with JD.com, which previously focused on JD.com's direct sales e-tail business.

Unilever has sold products through JD.com's e-commerce platform since 2013.

As of March 31, JD.com operated 7 fulfillment centers and a total of 143 warehouses in 43 cities, and in total 3,539 delivery stations and pickup stations in 1,961 counties and districts across China, staffed by its own employees. The Company provides standard same-day delivery in more than 130 counties and districts, and standard next-day delivery in more than another 850 counties and districts across China.

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FINANCE

CST Brands acquires OneStop, moves stores to partnership

BY Dan Berthiaume

San Antonio, Texas— CST Brands Inc., through its CrossAmerica Partners LP wholly-owned subsidiary, has acquired the Charleston, West Virginia-based One Stop convenience store network. CST is also moving 29 recently constructed stores into its wholly-owned CrossAmerica partnership via two “dropdown” transactions.

Both transactions are expected to close in the third quarter of 2015. In addition to 41 corporate stores, One Stop also has four commission agent sites, nine dealer fuel supply agreements and one freestanding franchised quick service restaurant. Five of the company-operated locations have quick service restaurants. The aggregate 54 One Stop sites had about $40.5 million in inside sales during calendar 2014.

"We are delighted to acquire the One Stop portfolio,” said Joe Topper, CEO of CST Brands. " One Stop, has built a regional powerhouse organization with a strong basis for future growth. This acquisition further solidifies Cross America’s commitment to West Virginia and Virginia.”

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