Kohl’s Corporation, which is facing a proxy fight from a group of activist investors, mailed a letter to shareholders detailing the collective strength of its Board of Directors, which the retailer said “has been thoughtfully assembled to incorporate the full range of skills and capabilities required to oversee Kohl’s continued momentum.”

Key points of the letter include:

  • Kohl’s Directors outmatch the Activists’ slate on relevant expertise and capabilities;
  • Kohl’s remains open to new ideas that could enhance shareholder value;
  • Kohl’s Board has overseen a fundamental transformation to accelerate growth and profitability; and
  • Kohl’s urges shareholders to vote for all 12 of the company’s directors on its Blue Proxy Card.

The Activists nominated five board members. According to the Activists, their nominees would develop a strategy for Kohl’s that includes improving its merchandising, re-engineering marketing, its rewards program, and increase inventory turns.

Kohl’s has publicly denounced the Activist group’s proxy contest for Board member elections, noting a number of operating initiatives are incorporated into its business strategy and the Activist proposal around real estate monetization would not be accretive to profitability, cost of capital, or capital return strategy. Included in the investor group are Macellum Advisors GP LLC, Ancora Holdings Inc., Legion Partners Asset Management LLC, and 4010 Capital LLC. The investors launched their campaign publicly on February 22.

The full letter can be read here.

Photo courtesy Kohl’s