Big Lots Inc. (BIG) said Chairman and Chief Executive Officer Steven Fishman will retire, amid a report that the U.S. Securities and Exchange Commission is investigating a $10 million sale of stock by the executive.
Fishman, 61, will step down, effective when a successor is named, as he seeks to prioritize time with his family, the Columbus, Ohio-based discount retailer said yesterday. The Wall Street Journal reported yesterday that the SEC started the inquiry in March and that the probe is at an early stage, citing a person familiar with the inquiry.
Fishman, who took over in July 2005, sold the stock on March 20 at a price of about $45. On April 23, the company told investors its sales had slowed, and the following day the stock fell 24 percent to $34.71. Big Lots hasn’t received anything from the SEC on Fishman’s stock sales, Andrew Regrut, a company spokesman, said in a telephone interview. He declined to answer other questions and directed inquiries to Chief Administrative Officer Charles Haubiel, who didn’t return calls.
The CEO’s trades were properly made at a time when they were allowed and his stepping down is coincidental to any regulatory interest, the Journal said, citing the company.
While the timing of Fishman’s trade would raise the suspicion of regulators it’s not enough to build a case, said Bridget Rohde, a former chief of the criminal division at the U.S. Attorney’s Office for the Eastern District of New York, where she oversaw insider trading cases.
“Suspicious trading isn’t enough even if you call this suspicious,” said Rohde, now a lawyer with Mintz Levin. “You would have to prove he had material, non-public information.”
The company understands and complies with the rules on stock trading by individuals, Haubiel said on a conference call with analysts yesterday, in response to a request for comment on the Journal’s report.
Public records show that the sale of 227,500 shares for $10.3 million on March 20 wasn’t part of the 10b5-1 plan Fishman had used in the past to sell shares on a predetermined schedule. Such 10b5-1 plans are used by many companies to avoid the appearance of insider trading.
Fishman’s departure follows the appointment of a new chief financial officer, chief operating officer and chief merchandising officer in August, amid declining same-store sales this year.
Big Lots fell 3.9 percent to $30.06 at the close in New York. The shares have tumbled 20 percent this year.
Adjusted profit from continuing operations for fiscal 2012 will be as much as $3.05 a share, up from a previous prediction of as much as $2.95 a share, Big Lots also said in a statement. Analysts projected $2.80, the average of estimates compiled by Bloomberg before the statement.
Sales at U.S. stores open at least 15 months fell 4.6 percent in the quarter ended Oct. 27, the company said. Big Lots reported a third-quarter loss of $6 million, or 10 cents a share, from continuing operations, compared with a profit of $4.2 million, or 6 cents, a year ago.
The company operated more than 1,482 U.S. stores at the end of the period.
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