Payless shareholders reject dissidents’ plan

Three directors re-elected to board

? Payless ShoeSource Inc. shareholders re-elected three directors at the company’s annual meeting on Thursday after the company refused to allow a group of dissident shareholders to nominate a rival slate.

An attorney representing the dissidents attended the meeting, which only lasted 30 minutes, but no one spoke on their behalf.

The dissident group has argued that Payless executives have been slow to address problems within the company, resulting in a weak financial performance in recent years.

The company contended that the dissidents’ efforts would hamper its efforts to improve Payless’ financial position.

After the meeting, James Mitarotonda, who led the dissidents’ efforts, said they would remain long-term investors in Payless.

“We will continue to maintain our investment and hope the performance of the company improves,” he said in a telephone interview.

In recent years, Payless has come under increasing pressure from competition with discount retailers, most notably Wal-Mart. In 2003, the company posted a loss of $100,000 after earning more than $105 million the year before.

After Thursday’s meeting, Payless directors refused to comment about the vote. During the meeting, Chairman and CEO Steven Douglass said, “Clearly, 2003 was a challenging year.” He added, however, “Our strategy is appropriate and is working.”

In 2001, the company embarked on a new campaign to strengthen its market position. The company has 5,000 stores and about 30,000 employees.

Re-elected to new three-year terms on the Payless board were Robert C. Wheeler, the CEO of Hill’s Pet Nutrition Inc.; Michael Murphy, a former Sara Lee Corp. executive; and Daniel Boggan Jr., a former NCAA senior vice president.

The company did not announce the exact tally of votes, but said all three received a plurality of the more than 43 million shares voted.

The dissident group is comprised of Barington Companies Equity Partners LP and three other New York investment firms, which together own about 770,000 shares, or about 1.1 percent of Payless’ nearly 68 million shares.

Mitarotonda, the CEO of a Barington affiliate, was among the three members of the dissident shareholders’ slate. He said he does not know what actions his group would take in the future.

“We thought we could be quite helpful,” he said.

Payless argued the dissident group had not complied with company bylaws — and had attempted to mislead other shareholders — when nominating its slate, something Mitarotonda disputes. The company filed a lawsuit in federal court earlier this month to keep shareholders from considering the nominations.

Shares of Payless, which traded at $26 in February 2001 — two years before a three-for-one stock split — dropped to $12 in December 2003 but have rebounded in recent months. In regular trading Thursday on the New York Stock Exchange, Payless shares closed up 27 cents to $16.11.