A Leading Independent Proxy Advisory Firm Finds Macellum Has Made a Compelling Case for Change and Supports the Election of Director Candidates Jeffrey Kantor and Pamela Edwards
ISS Notes “Some Shareholders May Consider the Addition of Macellum’s CEO, Jonathan Duskin, to the Board as a Net Positive Given his Direct Ownership Stake and Substantial Experience in the Retail Sector"
ISS Notes “Change at the Board Level May Provide Added Comfort to Investors That the Strategic Alternatives Available are Being Weighed Against the Upside and Risks Associated with the Standalone Plan"
Macellum Urges Shareholders to Facilitate Truly Meaningful Change by Voting on the WHITE Proxy Card for Its Entire 10-Member Slate
NEW YORK--(BUSINESS WIRE)-- Macellum Advisors GP, LLC (together with its affiliates, “Macellum” or “we”), a long-term holder of nearly 5% of the outstanding common shares of Kohl’s Corporation (NYSE: KSS) (“Kohl’s” or the “Company”), today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has recommended the Company’s shareholders vote for boardroom change on the WHITE proxy card. In particular, ISS supports the addition of two Macellum nominees – Jeffrey Kantor and Pamela Edwards – to Kohl's' Board of Directors (the "Board").
In its full report, ISS affirmed the case for boardroom change at Kohl's was warranted and agreed with Macellum's concerns with respect to the Company's sale process1:
With respect to Macellum's director candidates, ISS noted:
With respect to Macellum's campaign and engagement at Kohl's, ISS noted:
Jonathan Duskin, Macellum's Managing Partner, commented:
"We are pleased that ISS has endorsed the case for boardroom change at Kohl’s by recommending the Company’s shareholders vote on the WHITE proxy card for two of our highly qualified, independent nominees. In our view, ISS’s recommendation validates our thesis that the current Board is running an ineffective and questionable sale process after spending years promoting standalone plans that have failed to create meaningful value for shareholders. ISS’s analysis should affirm for shareholders that it is absolutely critical to add our director candidates to the Board at this inflection point to ensure a sale process is properly completed and, absent a sale, that Kohl’s finally has the proper operating plan in place. Without the addition of shareholder-nominated directors that can help run a credible process to conclusion, we fear the incumbents will retreat to their uninspiring three-year strategy and the Company’s share price will plunge back into the $40s, resulting in the destruction of billions of dollars in value.
While we are pleased with ISS’s analysis and report, Macellum urges shareholders to go a necessary step further by voting to elect all ten of our director candidates. We firmly believe the best path to preserving and maximizing shareholder value is electing an experienced, objective slate that has a superior strategy for completing a credible strategic review and weighing sale options against a focused operating plan. Our slate collectively possesses sorely needed ownership perspectives and expertise in areas such as capital allocation, corporate governance, mergers and acquisitions, retail operations and strategic planning. After more than 20 years of stagnation at Kohl’s, it is time for shareholders to hold the current Board accountable and install change agents in the boardroom. It is our contention that shareholder value will be permanently impaired at Kohl’s if the boardroom status quo persists.”
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WE URGE KOHL'S SHAREHOLDERS TO VOTE ON THE WHITE PROXY CARD TODAY.
PLEASE CONTACT INFO@SARATOGAPROXY.COM WITH ANY QUESTIONS REGARDING HOW TO VOTE.
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About Macellum
Macellum Capital Management is an activist investment firm, with deep expertise in the retail and consumer sectors, founded in 2009 by Jonathan Duskin. Macellum invests in undervalued companies that it believes can appreciate significantly in value as a result of a change in corporate strategy or improvements in operations, capital allocation or corporate governance. Macellum’s investment team, advisors and network of industry experts draw upon their extensive strategic, operating and boardroom experience to assist companies in designing and implementing initiatives to improve long-term shareholder value. Macellum prefers to constructively engage with management to improve its governance and performance for the benefit of all stockholders. However, when management is entrenched, Macellum has run successful proxy contests to effectuate meaningful change. Macellum has run successful election contests to effectuate meaningful change at many companies, including at The Children’s Place Inc., Citi Trends, Inc., Bed Bath and Beyond and Big Lots, Inc. Learn more at www.macellumcapitalmanagement.com.
1 Permission to quote ISS was neither sought nor obtained. Emphases added.
View source version on businesswire.com: https://www.businesswire.com/news/home/20220429005523/en/
For Investors: Saratoga Proxy ConsultingJohn Ferguson / Joe Mills, 212-257-1311 info@saratogaproxy.com For Media: Longacre Square PartnersCasie Connolly / Bela Kirpalani, 646-386-0091 macellum@longacresquare.com
Source: Macellum Advisors GP