MENOMONEE FALLS, Wis.--(BUSINESS WIRE)-- Kohl’s Corporation (NYSE: KSS) (“Kohl’s” or the “Company”) today mailed a letter to shareholders detailing their highly qualified Board of Directors that has the necessary skills to oversee Kohl’s evolving strategy.
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Kohl’s has recently refreshed its Board, adding six new directors in the last three years, three of whom joined last April as part of a settlement with Macellum and other investors. (Graphic: Business Wire)
Kohl’s urges shareholders to protect the value of their investment by voting the BLUE proxy card today FOR ALL 13 of Kohl’s highly qualified nominees. The Company’s Annual Meeting of Shareholders (the “Annual Meeting”) is scheduled to be held on May 11, 2022. Kohl’s shareholders of record as of the close of business on March 7, 2022 will be entitled to vote at the Annual Meeting.
The full text of the letter to shareholders follows.
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Vote the BLUE card today “For All” 13 of Kohl’s highly qualified directors.
Dear Fellow Shareholder,
The value of your investment is at stake at Kohl’s Annual Meeting this year. Macellum Advisors GP, LLC (“Macellum”) is seeking to replace your Board with a far less qualified slate. In contrast to Macellum’s nominees, your Board has the right skills and expertise to drive our strategy forward while evaluating any value-creating opportunities.
The Kohl’s Board is highly qualified and recently refreshed.
Your Board has the necessary skills to oversee Kohl's evolving strategy and to contribute top-tier financial and governance direction as retail trends change. In addition, we have recently refreshed our Board, adding six new directors in the last three years, three of whom joined last April as part of a settlement with Macellum and other investors.
Kohl’s Board is well-equipped with the right balance of skills and experience to oversee continued value creation.
Your Board, comprised of 13 independent directors and our CEO,1 has leading experience in areas critical to our growth. Every member of your Board has extensive retail or consumer-facing industry experience from such companies as Walmart, Kroger, Burlington and lululemon. Ten of our directors have technology, e-commerce, or digital experience from their roles as senior executives at leading retailers, making them attuned to changes in the omnichannel retail space. Additionally, twelve of our directors have marketing or brand management experience, and eight of our directors are current or former CEOs.
Your Board has significant M&A experience.
Your Board has the right experience to oversee the ongoing review of expressions of interest to acquire the Company, and to measure any proposal against the value-creation potential of a compelling standalone plan. Ten of our 13 directors have experience in M&A, making them well-suited to support a robust process. Our incoming Chair has over 30 years of experience leading deals encompassing over $25 billion in transaction value.
Our Finance Committee, which became a standing committee in May 2021, is leading the process and is comprised entirely of independent directors, including a Macellum designee. The Finance Committee is chaired by John Schlifske, who has significant M&A and investment management experience as Chair and CEO of Northwestern Mutual. Collectively, our Finance Committee’s members have overseen several dozen M&A transactions.
Your Board is committed to choosing the path that maximizes value for all shareholders.
KOHL’S BOARD HAS THE RIGHT SKILLS AND EXPERIENCE TO MAXIMIZE SHAREHOLDER VALUE.
MICHAEL BENDER
Committees: Incoming Chair of the Nominating & ESG Committee
Background Highlights: President and CEO of Eyemart Express
PETER BONEPARTH
Incoming Chair
Committees: Compensation, Finance, Nominating & ESG (Chair)
Background Highlights: FormerSenior Advisor, The Blackstone Group
YAEL COSSET
Committees: Audit
Background Highlights: Senior VP and Chief Information Officer of Kroger
CHRISTINE DAY
Committees: Audit, Compensation
Background Highlights: CEO of LR&C
H. CHARLES FLOYD
Committees: Compensation
Background Highlights: Global President of Operations of Hyatt
MICHELLE GASS
Background Highlights: CEO and Director of Kohl’s
MARGARET JENKINS
Committees: Audit
Background Highlights: Former Senior Vice President, CMO of Denny’s Corporation
THOMAS KINGSBURY
Committees: Audit, Finance
Background Highlights: Former President, CEO, and Chairman of the Board of Burlington Stores
ROBBIN MITCHELL
Committees: Audit, Nominating & ESG
Background Highlights: Senior Advisor at The Boston Consulting Group
JONAS PRISING
Committees: Compensation (Chair)
Background Highlights: Chair and CEO of ManpowerGroup
JOHN E. SCHLIFSKE
Committees: Finance (Chair), Nominating & ESG
Background Highlights: Chair and CEO of Northwestern Mutual
ADRIANNE SHAPIRA
Committees: Finance, Nominating & ESG
Background Highlights: Managing Director of Eurazeo Brands
STEPHANIE A. STREETER
Committees: Audit (Chair), Compensation
Background Highlights: Former CEO of Libbey
MACELLUM’S SLATE HAS INHERENT AND DANGEROUS FLAWS.
Macellum CEO Jonathan Duskin’s short-term approach threatens to destroy significant value, making him unfit to serve on the Kohl’s Board.
Jonathan Duskin’s attacks on Kohl’s reveals a short-term approach that threatens to destroy the value of your investment. Mr. Duskin’s promotion of baseless speculation and repeated falsehoods regarding the Board’s process – a process in which Mr. Duskin is not involved – is particularly concerning. Similarly problematic are his criticisms of the Board’s rejection of an opportunistic bid to acquire the Company at $64 per share, a price well below the value that Macellum itself publicly declared. Mr. Duskin appears to be advocating for a quick sale at any price.
Mr. Duskin’s focus on short-term value is further evidenced by his firm’s recent trading of Kohl’s securities. Macellum has sold Kohl’s stock in the low $60s over the last several months. Additionally, Macellum bought call options representing approximately 2.5 million shares of Kohl’s common stock just prior to Acacia's unsolicited expression of interest being publicly reported. In the following trading days, Macellum sold most of these options.2
Macellum’s nominees are underqualified to oversee Kohl’s strategy or run a sale process.
Alarmingly, multiple Macellum nominees do not have the experience that any other public company comparable to Kohl’s would expect from its board members:
For a slate that is supposed to deliver first-rate oversight of strategic alternatives, it is especially surprising that most of Macellum’s nominees lack M&A experience.
Additionally, half of Macellum’s slate has close professional ties to Macellum. Instead of selecting a strong, independent slate, Mr. Duskin evidently hand-picked his nominees knowing that, if elected, their proximity to Mr. Duskin would amplify his hedge fund’s short-term agenda, including a sale at any price.
Several of Macellum’s nominees have overseen significant value destruction.
The track records of the Macellum nominees with limited public company director or executive experience raise serious concerns:
Macellum’s involvement has contributed to value destruction at other retailers.
Macellum’s track record of value creation leaves much to be desired. The fund’s campaigns at Bed Bath & Beyond, Big Lots, and Citi Trends have led to disappointing results for shareholders.
PROTECT THE VALUE OF YOUR INVESTMENT. VOTE THE BLUE CARD TODAY FOR ALL 13 OF KOHL’S HIGHLY QUALIFIED DIRECTORS.
VISIT WWW.KOHLSMOMENTUM.COM FOR MORE INFORMATION.
YOUR VOTE IS IMPORTANT!
Please refer to the enclosed BLUE proxy card for information on how to vote by telephone or by Internet, or simply sign and date the BLUE proxy card and return it in the postage-paid envelope provided.
If you have any questions, or need assistance in voting your shares, please call our proxy solicitor:
INNISFREE M&A INCORPORATED TOLL-FREE, at 1-877-687-1874 BANKS AND BROKERS MAY CALL COLLECT, at 1-212-750-5833
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Cautionary Statement Regarding Forward-Looking Information
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements include information concerning the Board’s review of expressions of interest and the Company’s business strategies, plans, and objectives. The Company intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K, which are expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking statements relate to the date initially made, and Kohl’s undertakes no obligation to update them.
About Kohl's
Kohl’s (NYSE: KSS) is a leading omnichannel retailer. With more than 1,100 stores in 49 states and the online convenience of Kohls.com and the Kohl's App, Kohl's offers amazing national and exclusive brands at incredible savings for families nationwide. Kohl’s is uniquely positioned to deliver against its strategy and its vision to be the most trusted retailer of choice for the active and casual lifestyle. Kohl’s is committed to progress in its diversity and inclusion pledges, and the company's environmental, social and corporate governance (ESG) stewardship. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohl’s impact in the community or how to join our winning team, visit Corporate.Kohls.com or follow @KohlsNews on Twitter.
1 | 13 directors are standing for reelection |
2 | Macellum Proxy Statement, March 18, 2022 |
3 | Macellum’s “Restore Bed Bath & Beyond” presentation April 26, 2019 |
4 | As of close of trading on April 8, 2022 |
5 | Macellum proxy statement, March 9, 2017 |
6 | CTRN / Macellum settlement: May 24, 2017 resulting in the appointment of Jonathan Duskin to the board |
View source version on businesswire.com: https://www.businesswire.com/news/home/20220411005259/en/
Investor Relations: Mark Rupe, (262) 703-1266, mark.rupe@kohls.com
Media: Jen Johnson, (262) 703-5241, jen.johnson@kohls.com Lex Suvanto, (646) 775-8337, lex.suvanto@edelman.com
Source: Kohl's