Men's Wearhouse创始人被扫地出门背后的故事
Dan Primack | 2013-12-19 11:42
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[译文]
It was the firing heard around America. George Zimmer was out at The Men's Wearhouse (MW), after 40 years and countless television ads in which he guaranteed that customers would like the way they look.
The company's initial termination announcement was terse and without explanation, sparking social media outrage among some customers and fans. It then provided a more detailed explanation, essentially alleging that Zimmer was unable to accept that he was no longer CEO of the company he founded -- Zimmer handed the reins over to Doug Ewert in 2011, but remained executive chairman -- and alleged that he had been working to take the company private. Zimmer hired a PR firm and responded in a blistering public letter.
Since then, The Men's Wearhouse has continued to be in the news. First for buying Joseph Abboud, and then when smaller rival Jos. A. Bank (JOSB) offered in early October to acquire the company for $2.3 billion. That offer was rebuffed, with The Men's Wearhouse then offering to buy Jos. A. Bank for $1.54 billion, in a so-called Pac-Man defense.
But Zimmer went silent. He took that PR firm off retainer and has not made any public comments about his firing or future since June. Until now.
What follows is an edited transcript of a phone conversation, held with Zimmer last Thursday. In it, he discusses his termination, his thoughts on a Jos. A. Bank merger, and why he seems more popular now than ever before:
FORTUNE: How did you learn that The Men's Wearhouse was planning to fire you as executive chairman?
ZIMMER: I got an email about 10 days earlier, which was extremely harsh and mean-spirited. It said that my job status and compensation would remain the same "at this time." Then they basically began throwing me out of my office, and that was as traumatic as when I was actually terminated because, at that point, it was pretty clear what was happening.
We had a scheduled board meeting on a Tuesday followed by a scheduled shareholder meeting on the Wednesday, so I checked into the hotel on Monday evening. A couple of directors came to see me individually to explain what was happening the next day. I wasn't being summarily discharged, but instead they offered me a figurehead position, with fair compensation. But I elected not to work for people who I had originally hired to work at the company, who now just wanted me in that sort of role. So I declined.
I was going to be reelected director at the annual shareholder meeting the next day, because the proxies had already been out for weeks. So they then said that they wanted me to resign as director as well as be terminated as an employee, and if not they'd postpone the shareholder meeting, which is what they did. Then they sent out new proxies in which I wasn't nominated ...
When I was terminated I got no severance. They even took my phone and cut off my insurance.
乔治•齐默被The Men's Wearhouse公司扫地出门了!全美国似乎都听到了这个令人震惊的消息。乔治•齐默在供职于这家男装零售商的40年里曾无数次在电视广告中信誓旦旦地保证,客户一定会喜欢他们的样子。
这家公司最初发布的解职声明非常简洁,没有做任何解释,致使不少客户和粉丝纷纷在社交媒体上表达愤怒情绪。随后,它提供了一个更加详尽的解释。本质上是声称,齐默无法接受他不再执掌自己创办的公司这个现实——齐默于2011年把CEO一职移交给了道格•尤尔特,但依然担任执行董事长。这份新闻通稿还指称,他一直寻求将公司私有化。齐默随即聘请了一家公关公司,发表了一封言辞激烈的公开信。
此后,The Men's Wearhouse持续成为新闻主角。这家公司先是收购了另一个男装品牌艾堡德(Joseph Abboud)。10月份,规模较小的竞争对手Jos. A. Bank出价23亿美元,对它提出收购要约。这项提议遭到拒绝,The Men's Wearhouse公司转而实施所谓的反噬防御策略,打算以15.4亿美元的价格收购Jos. A. Bank。
但齐默本人却陷入了沉默。他解聘了那家公关公司,自6月份以来,他一直未就他的离职或未来发表任何公开评论。直至现在。
12月初,齐默接受了《财富》杂志的电话专访,以下是经过编辑的交谈记录。在这次交谈中,他坦率地回顾了这次解雇事件,他对Jos. A. Bank合并交易的看法,以及为什么他现在似乎比任何时候都更受欢迎。
《财富》:你是如何获悉The Men's Wearhouse打算不再聘请你担任执行董事长?
齐默:大约10天前,我收到了一封言辞极其苛刻,用意极其卑劣的电子邮件。电邮里说,我的职位和薪酬“在这个时候”将保持不变。随后,他们就开始了一系列小动作,基本意图就是要把我赶出我的办公室。我当时非常痛苦,跟我实际上被解雇时的感受没什么两样。原因在于,到了这个节骨眼,我已经非常清楚即将发生什么事情。
根据此前的安排,那个周三要召开一次股东大会,随后将在周四召开董事会会议。所以,我在周一晚住进了酒店。几位董事分别来找我谈话,解释第二天即将发生的事情。我不会被立刻解职,他们还是为我提供了一个有名无实的职位,以及一笔还算公平的薪酬。但我绝对不愿意为昔日的下属工作,他们现在竟然要求我出任我当初雇佣他们担当的职位。所以我拒绝了。
第二天的年度股东大会上,我原本将被重新选举为公司董事,因为连续数周的代理人投票已经结束。于是,他们表示,除了不再供职于公司之外,他们还希望我辞去董事一职。如果我不从的话,他们将推迟股东大会,这些人也的确这么干了。接着,他们发出了新的代理人投票委托书。在这份委托书上,我没有获得董事提名。
被解雇时,我没有获得一分钱的遣散费。他们甚至收缴了我的电话,终止了我的保险。
Had they gone through with the previously scheduled shareholder meeting, would you have stayed on as a director?
I would have probably stayed on, although in the exact moment I felt like "I don't want to work with you any more than you apparently want to work with me."
In explaining your termination, the company claimed that you had been pushing to sell The Men's Wearhouse to a private investment group – something the board disagreed with. True?
I didn't have any conversations with private equity firms. I spoke with [investment bankers] -- people who evaluate if a going-private makes sense. We had been approached over the last five years about going private on a number of different occasions, and our response, usually initiated by me, was absolutely not.
But I was at a San Francisco conference put on by Whole Foods CEO John Mackey, called Conscious Capitalism -- at which I normally present. And I was approached by some people who asked why we weren't considering going private. I gave the standard response about not being interested, at which point I was told that we could go private, and our shareholders would get a 30% to 40% premium and that interest rates were at a historical low point. All of a sudden a light bulb went off in my head, and I spoke to these [bankers] who confirmed that this looked like a good idea.
So I got the board together telephonically and explained what I thought we ought to do: Invite the [banker] to a board meeting to explain to all of us what's involved. But I now believe that, prior to my call, they'd heard enough rumblings, retained counsel, and declared me persona non grata. So my idea wasn't going anywhere. At least that's my perception.
The company also argued that you "refused to support the team unless they acquiesced to his demands." Legitimate criticism?
There is some truth to the idea that, after the first year of my successor's administration, I began to lose confidence in him. But it's not like all of a sudden I went from loving him to not liking him. It was a process that went on over months. At no point did I overrule his decisions. The way the board has framed it is somewhat ironic, because I swallowed my own instincts and allowed the company to go down the path he was embarking on.
At the end of last year we had a board meeting where I first spoke privately to the board, followed by Doug speaking privately to them. I did indicate that Doug and I were having some disagreements, but I don't know why anyone would think I was giving them an ultimatum. At this point in time, I don't think The Men's Wearhouse is the organization that I had worked to create over 40 years.
要是股东大会如期召开,你还会留任董事吗?
或许会留任吧,尽管我在那一刻的想法是:“你们显然不想留我,但我也压根不愿意与你共事。”
那份诠释解雇原因的新闻通稿声称,你一直在敦促董事会将The Men's Wearhouse卖给一家私人投资集团,而董事会显然不认同你的提议。实情是这样的吗?
我没有接触过任何一家私募股权公司。我的确与投资银行家接触过,让他们评估私有化是否合理。过去5年来,在许多不同场合,我们被多次问起涉及私有化的问题。我们的反应(通常是我提出的)是,绝对不可能。
但我在旧金山出席了一场由全食超市公司(Whole Foods)CEO约翰•麦基召集,名为自觉资本主义(Conscious Capitalism)的会议——我是这个会议的常客。会议期间,一些人询问我为什么不考虑私有化。我给出了标准答复:没兴趣。我当时被告知,我们可以私有化,我们的股东将获得30%到40%的溢价,而且利率正处于历史最低点。我的脑海突然萌生了一种想法,我与这些银行家聊了聊,他们确认这看起来像一个好主意。
于是,我通过电话把董事们召集在一起,向他们解释我认为我们应该做的事情:邀请银行家参加一次董事会会议,向所有人解释相关问题。但我现在相信,在我召开电话会议前,他们已经听到了太多的传言,还聘请法律顾问宣布我为不受欢迎的人。所以,我的提议实在不会有任何结果。至少这是我的看法。
公司还声称,你“拒绝支持团队,除非他们默许你的要求。”听起来像是合理的批评?
这种说法有一定的道理。没错,在我的继任者执掌公司一年后,我开始对他失去信心。但从喜欢他到不喜欢他,并不是一个突然出现的变化,而是一个持续了数月的过程。我从来没有推翻过他的决定。董事会如此定性多少有点讽刺意味,因为我吞下了自己的直觉,允许公司沿着他正在设定的路径向前发展。
去年年末的董事会上,我第一次私下里与一些董事磋商,道格此前已经私下联系过他们了。我确实指出,道格和我有一些分歧,但我不知道为什么有人会认为我是给他们下最后通牒。在这个时间点上,我不再认为The Men's Wearhouse依然是我在40多年前苦心创建的那家公司。
What's different?
Let's start with the fact that I'm not on TV saying "You're going to like the way you look. I guarantee it." Hundreds of people, customers, have stopped me on the street to ask what happened. It's a very awkward situation for me, because they felt a connection. Maybe it's not unlike how many of us felt a connection to Mr. Whipple or other advertising figureheads. So the simple answer is that the company has a brand problem that will get worse, not better.
It also seems to me that the company's culture is different, but the truth is that it's been drifting for several years.
After your termination, there was speculation that you wanted to buy the company back. Did you have those conversations?
Back in June there were a number of large private equity companies that approached me about exactly that. My answer was that I'd certainly consider it. As time went on, though -- and particularly since Jos. A. Bank got involved a couple of months ago -- the price got ... not overpriced, but fully valued.
So to come to the founder of a business and ask him to pay up for having your old job back after six to 12 months of the company going in a direction I don't agree with, in the end I just couldn't bring myself to say yes. Even though I've talked to private equity people about other business opportunities, I'm not really thinking about being involved in The Men's Wearhouse anymore.
Jos. A. Bank offered to buy The Men's Wearhouse in October. The Men's Wearhouse said no and then turned around to offered to buy Jos. A Bank. What was your reaction when all of this began?
I was initially surprised, but then I began to think it made a lot of sense. The Men's Wearhouse had talked about buying Jos. A. Bank 10 years ago and then again a couple of years ago. For many reasons it makes a lot of sense for Jos. A. Bank to buy The Men's Wearhouse, but also for The Men's Wearhouse to buy Jos. A. Bank. Neither company has any debt, and it's never been a better time in terms of interest rates.
The beauty of my current position is that I don't really care, except that I have around 1 million shares of The Men's Wearhouse stock. If forced to make a bet, I'd say 2-to-1 that a deal is going to get done.
出现了什么变化?
先来说说一个事实。我再也不会上电视说:“你一定会喜欢你自己的样子,我保证。”几百位顾客在街上拦住我,问我究竟发生了什么事。对我来说,这是一种非常尴尬的境地,因为他们感受到了一种联系。在惠普尔先生或其他广告人物身上,许多人感受不到这种联系。所以,简单来说,这家公司现在面临一个品牌问题。这个问题只会进一步恶化,而不是好转。
此外,在我看来,公司文化也跟过去不一样了。但事实是,好几年来,这家公司一直在随波逐流。
你被解雇后,外界有传言称,你想回购这家公司。你有没有进行过相关的磋商?
早在6月份,就有不少大型私募股权公司主动联系我,希望探讨这种可能性。我的回答是,我当然会考虑。但随着时间的推移,尤其是Jos. A. Bank在几个月前参与进来之后——收购价并没有高估,但的确估足了——我开始打退堂鼓。
设想一下,你联系一家公司的创始人,要求他支付一大笔钱以重返以前的工作岗位。而在此前的6到12个月中,这家公司一直在走向他不认同的方向。所以,我最终根本无法说服自己做出肯定的回复。尽管我与私募股权基金讨论过其他商业机会,但我真的不想再次卷入The Men's Wearhouse的事务了。
10月份,Jos. A. Bank对The Men's Wearhouse提出收购要约。The Men's Wearhouse不止是拒绝了这项提议,还转过身来对Jos. A Bank展开收购。当这场收购大战开始时,你作何反应?
我最初感到惊讶,但随后开始认为,这样做有很充足的理由。早在10年前,The Men's Wearhouse就讨论过要不要收购Jos. A. Bank,几年前又产生了这个想法。出于很多原因,对于Jos. A. Bank来说,收购The Men's Wearhouse很有意义,但The Men's Wearhouse收购Jos. A. Bank也同样如此。两家公司都没有任何债务,而且鉴于目前的利率,再也没有比现在更好的时机了。
我目前所持立场的美妙之处在于,除了我拥有的大约100万股The Men's Wearhouse股票之外,我真的不关心这档事。如果一定要我下注的话,我觉得这笔交易顺利完成的可能性还是挺大的,2比1吧。
Did Jos. A. Bank reach out about a role with the merged company, were they to win?
No. In all these years I never had a relationship with the senior execs at Jos. A. Bank. I always saw them as our competitor, so I was reluctant to talk too much for fear that I may say something that I shouldn't.
It is not uncommon for a founder to be booted from his company, but your termination seemed to strike a sharp nerve in popular culture. Why do you think that was?
It would probably have something to do with America's love of the underdog. Clearly this appears to be a problematic situation. I think that having been an entrepreneur for 40 years in the schmatta business -- having made my money not in technology or in real estate or in the financial sector, but in more of an old-fashioned way. I think that has some attraction and, over time, I did most things the right way. And people appreciate that, even if they never bought a suit at The Men's Wearhouse.
Were you surprised to be parodied last month on Saturday Night Live?
Not as surprised as you might think. I'm not really that humble. And I didn't think it was that funny a bit. Others have done it well, though. Jimmy Fallon's writers, for example, have always made humor out of Men's Wearhouse and me in a way I've always been happy with.
Do you want to start or run another company?
I'm almost 100% certain that I'm not going to be a public company CEO. I just turned 65, I'm on Medicare and have two kids in middle school. I've proven what I need to in business. The only draw for me is the store employees. The Men's Wearhouse has 50 black-tie holiday parties in November and December every year, and I went to around 15 of them. At some level that was the glue that helped hold all of the disparate stores and employees together. This is the first time in 40 years I haven't done it, and I do miss it.
Could you see yourself in some sort of board or advisory roles?
Absolutely. I love the idea of having more of a behind-the-scenes role. I have a wealth of experience that I wasn't necessarily as aware of when I was running the company. That's one reason why I'm actually writing a book -- to express some of the ideas there isn't space to do here.
Jos. A. Bank有没有联系过你担任合并后公司的某个职位,如果他们当初收购成功的话?
没有。这些年来,我从来没有跟Jos. A. Bank公司的高管建立过任何联系。我一直把他们视为竞争对手,所以我不愿意与他们进行过多的交谈,我怕我会说一些不该说的话。
创始人被自己创建的公司扫地出门,也不是不常见。但你被解雇这件事,似乎刺痛了流行文化圈敏锐的神经。在你看来,为什么出现了这种现象?
这或许跟美国人总是同情失败者有些关系吧。表面看来,这显然是一个有疑问的情形。我认为,作为一位在“碎布业”摸爬滚打了40年的企业家,我赚到了真金白银。不是在高科技行业、房地产或者金融领域,而是采用一种更加老派的方式。我想这或许是我拥有一些人气的原因吧。这么长时间以来,我也一直用正确的方式做大多数事情。人们赞赏这一点,就算他们从来没有在The Men's Wearhouse买过哪怕一件衣服。
《周六夜现场》(Saturday Night Live)上个月把你嘲弄了一番,你感到惊讶吗?
并不像你想象的那么惊讶。我不是真的那么谦卑。我认为那期节目一点也不好笑。但其他人做得更好。比如,吉米•法伦的写手们总是拿The Men's Wearhouse和我开涮,他们那种方式我还是很欣赏的。
你想过创办或执掌另一家公司?
几乎可以100%肯定的是,我不会出任一家上市公司的CEO。我刚满65岁,已经开始享受老年人医疗保险政策了,而且还有两个上中学的孩子。在生意场上,我已经证明了我需要证明的一切。唯一让我留恋的是零售店的员工。每年11月和12月,公司都会举办50场黑领带节日派对,我参加过15场。在一定程度上,正是这些聚会,把不同店铺和员工联系在了一起。这是我40年来第一次缺席这种聚会,我确实挺怀念的。
你有没有可能担任某家公司的董事或监事?
绝对有可能。我喜欢更多地扮演幕后角色。我拥有丰富的经验,一些我执掌公司时不一定意识到的经验。这就是我目前写书的原因之一,我想表达一些在这里没有空间施展的想法。(财富中文网)
译者:叶寒
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