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Sears’ Second-Largest Shareholder Resigns From Board

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When you own more than 25% of Sears, it gets you a seat on the retailers’ board of directors and gives you the opportunity to help steer the company in the right direction. So what does it say about Sears Holdings that its second-largest investor has decided to vacate its seat at the table?

“Not the result of any disagreement”

That shareholder is Fairholme Capital Management, which in the past has owned up to 27% of Sears Holdings, the parent company of Sears and Kmart.

Early last year, the firm’s chief investment officer, Bruce Berkowitz, joined the Sears Holdings board. The company announced his departure this week, and everyone claims that it’s amicable, and it happened because he accomplished everything that he wanted to while serving on the board.

Fairholme Capital explained in a statement that this was why Berkowitz was moving on:

“Mr. Berkowitz believed that his board service would enable him to better communicate Fairholme’s perspective in substantially greater depth and detail than would otherwise have been the case,” the firm said in an email to the Chiacgo Tribune. “Mr. Berkowitz believes that he has achieved that objective and was pleased to have the opportunity to provide input during the formulation of the company’s strategic restructuring program, which was announced earlier this year.”

A Sears Holdings spokesman told the Tribune that the departure was “not the result of any disagreement with the company on matters related to the company’s operations, policies or practices.”

Blame Canada?

For now, Berkowitz still personally owns 1% of Sears Holdings’ stock, and his firm owns around 25% of it. Yet it may not be a coincidence that Fairholme Capital is leaving the Sears Holdings board just as one of its investments in the extended Sears family has failed.

Fairholme Capital also happens to be one of the largest investors in Sears Canada, which is a separate, publicly traded company. Well, it was: The company is closing all of its stores and liquidating, which it announced just in time for Canadian Thanksgiving.

Sears Holdings chairman and CEO Lampert and the investment funds that he controls are also major investors in Sears Canada, and Sears Holdings itself still owns part of the Canadian company.

Fairholme and ESL Investments, Lampert’s fund, tried to put together a financing deal to save Sears Canada and keep it going in some form, but were unable to work out a deal.

Maybe it’s a coincidence that the firm’s chief investment officer is quitting the Sears Holdings board just a few weeks later.

The previous departure from the Sears Holdings board was noted LEGO Movie enthusiast Steven Mnuchin, who stepped down before his appointment as Secretary of the Treasury in the Trump administration. His seat has not yet been re-filled.

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