Privet files J. Alexander's proxy

The hedge fund managers pushing for big changes at J. Alexander's have scaled back their goals for board representation at the restaurant chain, but their accusations and tone are as sharp as ever.

Privet Fund principals Ryan Levenson and Ben Rosenzweig, as well as former Chili's Grill & Bar President Todd Diener, on Thursday filed a proxy statement asking J. Alexander's investors to support Levenson and Diener for board seats. The investment group, which now calls itself The Committee to Improve J. Alexander's, owns 9.2 percent of the chain's stock after it severed formal ties Thursday with Goldman Sachs and Bank of America veteran James Pappas. The Privet group had earlier pushed for all four men to be elected directors.

In their preliminary proxy [2], the Privet group takes detailed aim at J. Alexander's directors, saying they "have failed to take any action that would suggest they understand how to create sustainable, long-term value for shareholders." Among their points: The company is less profitable than similar concepts because it does not have a coherent investment strategy and the board is not independent enough to properly vet executive compensation plans and develop a succession plan.

"We feel that it is clear that the market does not believe that the Company is earning an adequate rate of return on its capital spending and we have seen no indication that current decision makers have any intention of taking actions that would result in increasing returns on capital," the group wrote. "If elected, our Nominees would apply their operational and capital allocation experience to properly evaluate objective measures of performance and would then hold management accountable for the results."

The proxy also details recent exchanges between Privet and the J. Alexander's board. In those communications, Levenson and Rosenzweig offered two alternatives that would avoid a full-on proxy contest. Their options were to have two Privet nominees — Levenson and Diener — be formally nominated to a J. Alexander's board enlarged to either five members — with a sitting director stepping down — or seven. In the latter scenario, the Privet directors, as well as J. Alexander's board members Brenda Rector and Joe Steakley, would choose another independent candidate.

Those proposals have been turned down by J. Alexander's, leading to Privet's filing Thursday.

Shares of J. Alexander's, meanwhile, have risen 28 percent — helped by word in March [3] of stronger-than-expected early year numbers — since Privet first launched its board push in early February [4]. They closed Thursday trading at $8.59, up 0.7 percent on the day.