Late last year, shareholder Frasers Group plc demanded that Mahmud Kamani be removed and boohoo convened a general meeting on 21st January 2025 to allow for a vote on the resolution.
The board of boohoo Group plc has urged shareholders to vote against the removal of one of its co-founders as a director of the company.
Late last year, shareholder Frasers Group plc demanded that Mahmud Kamani be removed and boohoo convened a general meeting on 21st January 2025 to allow for a vote on the resolution.
It claims to have formed an independent committee comprising all directors other than Kamani to consider its recommendation to shareholders in relation to how they should vote on the resolution.
In a letter published this morning, it said the committee is recommending unanimously that shareholders vote against the removal of Kamani.
“Frasers’ demands, including its current attempt to remove Mr Kamani as a director of the company, form part of an ongoing campaign by Frasers which appears designed to destabilise boohoo and disrupt the board’s plans,” boohoo said in a notice to the London Stock Exchange.
“The board is of the view that in pursuing this campaign, Frasers is acting solely in its own commercial self-interest. In its previous communications with shareholders the Board has also highlighted a number of instances in which Frasers has behaved in similar ways in relation to other companies.
“Mr Kamani is an integral part of the leadership team. His counsel, guidance and insight… remains invaluable.
“The question for shareholders to consider ahead of voting at the general meeting is not therefore whether Mr Kamani should remain as the company’s chair, but whether he should remain as a director having already stepped down as chair.”
“The independent committee is unanimous in its view that Mr Kamani should remain as a director of the company given his critical role in the business. As a co-founder, Mr Kamani built the company from the ground up, transforming it to a global leader in online fashion.
“His entrepreneurial spirit, industry expertise and unwavering commitment to boohoo has been and remains, a key asset for the business. In addition, as previously announced, Mahmud Kamani has agreed to waive his current salary from boohoo for the next 12 months.”
The long-running feud between Ashley and Kamani has seen both Frasers and boohoo publish websites dedicated to slamming the other – boohoodeservesbetter and boohoo for all – as well as several hostile open letters.
Frasers has labelled Kamani “an egotistical founder who has an unhealthy grip on the board”.
Frasers – parent company of Sports Direct, where Ashley is CEO – holds 27% of shares in boohoo Group plc and previously tried to get Ashley installed as CEO.
boohoo responded to those moves by appointing Dan Finley, former boss at Debenhams – a subsidiary of boohoo – as CEO, with Kamani moving from his executive chair position to vice-chair and non-executive director Tim Morris made chair. Previous CEO John Lyttle resigned in October after five years with the business.
Advisory firm Institutional Shareholder Services (ISS) and independent proxy adviser Glass Lewis have come out in support of boohoo. Indeed, this morning boohoo’s notice to the London Stock Exchange pointed to its recent recommendation that shareholders vote against the removal of Kamani.
boohoo recently offered Frasers a board seat – with the crucial caveat that it cannot be used for either Ashley or Lennon.