Proposals from Frasers Group PLC (LSE:FRAS) for Mike Ashley to join the Boohoo Group PLC (AIM:BOO) board have been opposed by a second independent proxy voting adviser, ahead of the shareholder meeting next week.
Glass Lewis, which advises large institutional investors which way to vote, recommended voting against resolutions proposed by Frasers, which aligns with a similar recommendation made earlier this week by ISS.
Glass Lewis raised concerns about appointing board members with significant ties to Frasers without governance commitments. It highlighted that Frasers' refusal to address conflict-of-interest issues could signal misaligned intentions with boohoo's broader shareholder base.
The company’s board had already urged shareholders to reject the resolutions, citing several risks, including potential disruption to its business review, conflicts of interest with nominees, and lack of protections for shareholders.
On Monday, Frasers founder Ashley lashed out again at Boohoo's board in an open letter to shareholders, accusing them of "gross mismanagement", criticizing a 90% share price decline over five years and a lack of clear strategy.
He warned against potential "fire sales" of assets and claimed his intent was to safeguard the company and shareholder value. Farsers has roughly a 28% stake.
Boohoo chairman Tim Morris welcomed the recommendation from Glass Lewis said the proxy adviser's analysis "underscores our concerns regarding the significant risks posed by appointing individuals with strong historical ties to Frasers without adequate governance commitments in place".