Kohl’s, which is facing an activist shareholder seeking to overhaul its board, mailed a letter to shareholders detailing how its “highly qualified Board of Directors has the necessary skills to oversee Kohl’s evolving strategy.”
Kohl’s noted that it 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, the activist shareholder, and other investors.
Kohl’s wrote to shareholders, “Your Board, comprised of 13 independent directors and our CEO, 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.”
Kohl’s also noted that the board has the M&A experience to explore a potential buyout of the company. Kohl’s wrote, “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.”
The letter listed each board member’s qualifications.
Kohl’s urged shareholders to vote for the Blue proxy card today for all 13 of Kohl’s nominees at its Annual Meeting of Shareholders on May 11.
In its last correspondence on April 4, Macellum, which owns about 5 percent of Kohl’s stock, charged in a letter to Kohl’s board that the board appears to be conducting ” a flawed and opaque review of strategic alternatives,” including a potential sale despite several suitors showing interest. It called for a significantly increased disclosure of the process. Macellum concluded, “While it benefits our campaign for change when the Board keeps shareholders in the dark, we want what is best for Kohl’s and all of its stakeholders. The best thing the Board can do in the immediate term delivers a transparent update on the process.”
Photo courtesy Kohl’s
