Kohl’s Corp. has issued a statement in response to an Activist Investor Group’s attempt to nominate five directors to its 12-member board.
As reported, a group of activist investors, led by Macellum Advisors and Ancora Holdings, issued a statement formally nominating five nominees to replace current Kohl’s board members. The five are Steven A. Burd, Jonas Prising, John E. Schlifske, Frank V. Sica, and Stephanie A. Streeter.
Kohls’s said in its statement, “The Activist Investors are focused on short-termism and financial engineering at the expense of sustainable operating and financial success. They also propose certain ideas that the Company already has well underway. We reject their attempt to disrupt Kohl’s strong business momentum.
“Overseen by our Board of Directors, Kohl’s is executing on a compelling strategy to accelerate topline performance and enhance long-term profitability. We are making significant progress with the announcements of key strategic partnerships and recent results exceeding expectations. Kohl’s stock price has appreciated almost 200 percent since we announced our new strategy in October, outperforming the S&P 500 by more than 170 percent.
“The Kohl’s Board brings a diverse and relevant set of experiences well suited to support our continued momentum. Our Board has added six new directors since 2016, refreshing the Board by 50 percent, as part of a continuous refreshment process. These Board changes reflect a deliberate internal assessment of the mix of necessary experience and skills of our Board and our ongoing dialogue with all our shareholders as to their perspectives on our Board’s composition.
“Kohl’s directors outmatch the Activist Investors’ slate of nominees on relevant experience. For example, all 12 of Kohl’s directors have extensive retail or consumer-facing industry experience, and four are current or former retail CEOs. Kohl’s Board also has extensive technology and digital leadership experience as well as significant investment and capital allocation expertise.
“In contrast, the Activists’ slate lacks critical relevant experience. One of their nominees has presided over four companies that filed for bankruptcy. Three of their five nominees have not served on boards of retail companies of comparable size to Kohl’s. Two of the nominees have never served on a public company board. Finally, four of the five of the Activists’ nominees lack meaningful digital experience, an area critically important to Kohl’s future growth, now representing 40 percent of our business.
“Regardless of whether the Activists are nominating five or nine directors, their capabilities and track records simply do not measure up. Shareholders should reject the efforts of this slate to impose short-termism and financial engineering to disrupt Kohl’s business strategy and our ongoing momentum.
“Kohl’s has held numerous meetings with the Activists and is scheduled to engage with them again next week. Kohl’s Board and management team continue to be open to all ideas that can create value and will continue to engage in good faith with the Activist Investors with the objective of finding common ground that serves the interest of all shareholders.”
Photo courtesy Kohl’s
