Macellum Mails Definitive Proxy Materials and Sends Letter to Kohl's Shareholders
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 it has mailed definitive proxy materials filed with the U.S. Securities and Exchange Commission ("SEC") in connection with the Company's Annual Meeting of Shareholders (the "Annual Meeting"). In addition, Macellum announced that it has sent a letter to fellow shareholders regarding the critical need for meaningful and urgent boardroom change at Kohl's and urging shareholders to vote the WHITE proxy card to elect Macellum's full slate at the Annual Meeting on May 11, 2022.
In its letter, Macellum highlights that the current Board of Directors (the "Board") has presided over years of share price and operating underperformance while allowing billions of dollars in real estate assets to languish on the Company's balance sheet. Rather than atone for its past failings by initiating a credible and open sale process over the past several weeks, the Board has done the following at shareholders' expense:
- Hastily rejected indications of interest from two credible and well-capitalized acquirers before providing sufficient access to management, a data room and other information that could inform upward adjustments to bids.
- Rushed to implement an onerous, two-tiered poison pill that could only serve to chill acquirers' interest.
- Failed to communicate clearly and effectively about its purported process for evaluating potential acquirers' proposals and overtures, even as rumors swirled about a growing set of suitors.
- Proceeded with a much-touted Investor Day and the release of yet another standalone strategy that was met with a roughly 13% share price decline following its release.
- Championed a capital and SG&A-intensive three-year plan that only appears to derive Earnings Per Share ("EPS") growth from share repurchases.
- Rejected our offers to compromise and ignored calls for the adoption of a universal proxy card, which would have allowed shareholders to pick the best directors from both the Company's slate and our slate on one card at the 2022 Annual Meeting.
In light of these unfortunate circumstances, we feel compelled to proceed with running our majority slate. We believe shareholders will need a reconstituted Board in place if Kohl's does not reach an agreement to sell itself to the highest bidder prior to the Annual Meeting. Our slate is committed to developing a superior standalone operating plan that can be compared to value-maximizing alternatives identified via a credible review process. Our slate will not allow any biases or prior opinions to cloud its judgement. We contend Kohl's can be a source of tremendous value if it is finally unshackled from the incumbents and placed in the right hands ? whether that be in the public or private market.
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REVIEW MORE OF OUR ANALYSIS AT WWW.KEEPKOHLSACCOUNTABLE.COM.
VOTE THE WHITE PROXY CARD TO ELECT MACELLUM'S ALIGNED AND EXPERIENCED SLATE.
CONTACT [email protected] WITH ANY QUESTIONS ABOUT YOUR PROXY AND 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.
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