Under Armour (NYSE:UAA) CEO Kevin Plank has been under fire at times over the past few months for initiatives that some investors and analysts believe represent a heavy-handed power move to keep tight control of the company. Well, that is exactly the case, but that's no reason to worry.
Why some shareholders are up in arms
Plank announced in June that the company is going to begin issuing a new class of shares, a "C" class in addition to the two classes of shares already active. These new shares will be distributed as a special dividend on a 1-for-1 basis for each Class A or Class B share outstanding.
In the current setup, Plank owns only 16% of the company, but owns the overwhelming majority of class B shares, which have 10 times the voting rights of Class A shares. Basically, Plank controls the company completely in terms of voting decisions. However, according to the rules set up at the time of IPO, this structure ends if his total ownership of all shares drops below 15%.
Plank wrote to shareholders in June that creating the non-voting Class C common stock will let the company use those shares for things like equity-based employee compensation and stock-based acquisitions, keeping Plank from dropping below 15% ownership of Class A and Class B shares based on dilution from such uses of stock. He will also be able to sell his C shares without affecting his percentage ownership of Class A and Class B shares.
The value of each shareholder's pot of stock won't change with this distribution, but what will change is that Plank will still by and large hold control of the company without risk of dropping below that 15%. In a letter to shareholders, Plank said that this would allow management to "maintain Under Armour's founder-led approach" which would be best not only for the company but for investors as well.
Not everyone agrees, and there was even a lawsuit filed claiming that the management team breached its fiduciary duties with the creation of this new class of stock. A proxy vote is set for Aug. 26. But before you decide that Plank is a heavy handed CEO with control issues, here's why Kevin Plank has your back as a shareholder.
Long-term innovation, not short-term trading
Part of the entrepreneurial vision is to have a long-term view, and to be willing to make short-term sacrifices to reach that vision. For instance, the costs associated with R&D or athlete endorsements that are good for the brand long term might temporarily lower earnings in the short term. It can be harder to execute on that vision when you have to get a mass group of investor, many who might not have the long-term vision of Under Amour's founding team, to vote on items that would hurt their short-term performance.
It's Plank and his founding team's persistence and commitment to growing the brand that have led to Under Armour's success so far. Sam Poser, Stern Agee analyst wrote in a report that, "We agree with this move, which, in our view, limits the risk in the direction of the company." Under Armour has come to where it is today because of this incredible innovator and entrepreneur, and he is probably the best decision maker to continue leading this company to new heights rather than trying to cater to short-term Wall Street thinking.
At the end of the day, this new class of shares won't change anything, they will just keep Plank in control. Furthermore, the company has sought to assure shareholders that they will not be taken advantage of by Plank should he try and leave the company.
Under Armour's Aug. 26 proxy vote includes rules that would essentially convert all B shares to A shares in the scenario that Kevin Plank leaves the company or sells a certain percentage of his shares in one year. The rules also include a non-compete agreement if Plank were to leave UA. These show that Plank is interested in Under Armour's long-term future, not his own short-term gain. Don't forget that Plank's own over-$3 billion personal wealth comes from his ownership of UA stock, so he's got skin in the share value game, too.
As Plank said in his June letter to shareholders:
I love Under Armour, and I would like stockholders to know that I am very committed to our company. Through my ownership of my founder's shares, I have benefited, along with all of Under Armour's stockholders, from the incredible growth we have realized in the value of Under Armour's stock over the years. My personal long-term financial success does not come from my compensation as CEO, but is driven almost entirely by the performance and success of our stock.
Because of Plank's track record of success and commitment to Under Armour's long-term future, as an Under Armour investor I actually appreciate this moves as they mean Plank will almost assuredly be around for the foreseeable future (Plank is only is his early 40s). Add that to the exciting opportunities Under Armour has in front of it, and that's one more reason to stay bullish on this company long term.