Home Kohl’s Rejects Activist Investor’s Board Nominees
February 10, 2022

Kohl’s Rejects Activist Investor’s Board Nominees

Kohl’s Corp. has rejected a slate of potential board members proposed by activist investor Macellum Advisors.

The retailer issued a statement saying that Macellum’s effort to take control of the Kohl’s board is unjustified and counterproductive. Kohl’s already appointed two of Macellum’s designees, along with an additional mutually agreed upon designee, to its board after a 2021 settlement agreement with Macellum and certain other shareholders, the retailer noted. All members of the board, other than the company CEO, are independent, Kohl’s added.

Macellum’s claim that Kohl’s board is not equipped to evaluate sale opportunities is groundless, the retailer continues. The board designated its finance committee, which is completely composed of independent directors to lead the review of any expressions of purchase interest. And Kohl’s has engaged financial advisors, including Goldman Sachs and PJT Partners, and has asked Goldman Sachs to engage with interested parties, the retailer stated.

The Macellum claim to be “disappointed and shocked” by Kohl’s rejection of the previously disclosed expressions of interest is disingenuous as the investment firm has on multiple occasions stated publicly that Kohl’s is worth “at least $100 per share,” the retailer asserted. And Macellum’s comments on the board’s adoption of a limited-duration shareholder rights plan are misleading, Kohl’s insisted, saying that the board adopted the rights plan to protect shareholder value by ensuring that it can conduct an orderly review of any interest and by preventing any person or group from gaining control of Kohl’s through open market accumulation. The rights plan does not preclude the board from considering any offers that recognize what it considers the value of the company.

Kohl’s maintained that, based on 2021 corporate performance, it is positioned to exceed key 2023 financial goals two years ahead of plan. 

In a letter dated February 10, Macellum announced its board slate to fellow shareholders. It is:

  • George Brokaw, a director at Dish Network Corp., CTO Realty Growth and Alico, and former managing director, mergers and acquisitions at Lazard Frères & Co. 
  • Jonathan Duskin, Macellum CEO, a director at Citi Trendsformer, managing director at Prentice Capital Management, LP as well as S.A.C. Capital Associates, former chairman of the Investment Committee in the research department at Lehman Brothers.
  • Francis Ken Duane, former executive vice-chairman at PVH Corp., former CEO of Heritage Brands and former president of IZOD, among other apparel brands.
  • Pamela Edwards, executive vp and CFO at Citi Trends, a Neiman Marcus Group director and former executive at L Brands.
  • Stacy Hawkins, vice dean of Rutgers Law School, professor of law at Rutgers, diversity counselor at Ballard Spahr Andrews & Ingersoll, LLP, Holland & Knight LLP and Littler Mendelson, PC.
  • Jeffrey Kantor, president of JAK Consulting, former chief merchandising officer at Macy’s, former chairman of Macys.com, CEO and president of the Hecht’s Co., and a director at Ronald McDonald House New York.
  • Perry Mandarino, co-head of investment banking, head of restructuring and senior managing director of B. Riley Securities, former partner and U.S. practice leader of Business Recovery Services for PricewaterhouseCoopers and senior managing director of Traxi, director at Bebe stores.
  • Cynthia Murray, founder and CEO of Stanmore Partners, former president of Chico’s Brand, former president of Full Beauty Brands, former executive at Talbots.
  • Kenneth Seipel, principal of Retail Business optimization, a director at Citi Trends, former CEO of Gabriel Brothers, former president and COO of Wet Seal, Inc., former president and chief merchandise/marketing officer of Pamida Discount Stores, former executive vp of stores, operations and store design of Old Navy.
  • Craig Young, founder and managing principal of Tidewater Capital, president of Chain of Lakes Capital.
Share Now!

Related Posts: