Investor Group Files Definitive Proxy Statement for Director Nominations at Kohl’s and Sends Letters to Shareholders  

Rhea-AI Summary

Macellum Advisors, Ancora Holdings, Legion Partners, and 4010 Capital have filed a definitive proxy statement for board nominees at Kohl's Corporation (KSS). The Investor Group collectively owns 14,950,605 shares, representing about 9.5% of KSS's common stock. The group highlights Kohl's chronic stock underperformance, the necessity for a new strategy, and accountability for flawed executive compensation practices. They advocate for a refreshed board to unlock value creation, asserting the superior skillsets of their nominees compared to the current directors. Shareholders are encouraged to vote the WHITE Proxy Card.

Positive

• Investor Group owns approximately 9.5% of Kohl's outstanding stock, indicating significant investment and influence.
• Potential for substantial value creation identified with the implementation of a new board strategy.
• Proposed nominees have superior skillsets compared to incumbent directors, suggesting improved governance.

Negative

• Kohl's has shown chronic underperformance in stock price compared to peers over multiple time frames.
• Concerns raised about deeply flawed executive compensation practices that could impact shareholder value.

Macellum Advisors GP, LLC (together with its affiliates, “Macellum”), Ancora Holdings, Inc. (together with its affiliates, “Ancora”), Legion Partners Asset Management, LLC (together with its affiliates, “Legion Partners”), and 4010 Capital, LLC (together with its affiliates, “4010 Capital” and, together with Macellum, Ancora and Legion Partners, the “Investor Group”) today announced that it has filed its definitive proxy statement for its slate of nominees for the Board of Directors (the “Board”) of Kohl’s Corporation (NYSE: KSS) (“Kohl’s” or the “Company”). The Investor Group is deemed to beneficially own, in the aggregate, 14,950,605 shares of the Company’s common stock, including 3,481,600 shares underlying call options currently exercisable, constituting approximately 9.5% of the Company’s outstanding common stock.

The proxy statement can be found here:
https://www.sec.gov/Archives/edgar/data/0001640326/000092189521000735/defc14a09050035_03152021.htm

The Investor Group also sent a letter to all Kohl’s shareholders highlighting the following:

• The chronic underperformance of Kohl’s stock price compared to its peers and relevant indices over a one-year, three-year, five-year and ten-year period;
• The need for a truly new strategy and the addition of our five highly qualified directors in order to prevent investors from experiencing the same disappointing outcomes they have for decades at Kohl’s;
• Why the Board should be held accountable for what we believe are deeply flawed executive compensation practices;
• The significant potential for value creation that we see at Kohl’s with the benefit of a refreshed Board;
• The superior relevant skillsets of our nominees compared to the five long-tenured incumbent Kohl’s directors.

The full letter can be found at https://createvalueatkohls.com/wp-content/uploads/2021/03/Letter-to-KSS-Shareholders-03152021.pdf and additional information can be found at
https://createvalueatkohls.com/.

We encourage all shareholder to vote the WHITE Proxy Card today in order to support our nominees and to help Kohl’s reach its full potential.

About Macellum

Macellum Advisors GP, LLC, together with its affiliates (collectively, “Macellum”) have substantial experience investing in consumer and retail companies and assisting such companies in improving their long-term financial and stock price performance. Macellum’s historical investments include: Collective Brands, GIII Apparel Group, Hot Topic, Charming Shoppes and Warnaco, among other companies. Macellum prefers to constructively engage with management to improve its governance and performance for the benefit of all stockholders, as we did with Perry Ellis. However, when management is entrenched, Macellum has run successful proxy contests to effectuate meaningful change, including at The Children’s Place Inc., Christopher & Banks Corporation, Citi Trends, Inc. Bed Bath and Beyond Inc. and most recently at Big Lots, Inc.

About Ancora

Ancora Holdings, Inc. is an employee owned, Cleveland, Ohio based holding company which wholly owns four separate and distinct SEC Registered Investment Advisers and a broker dealer. Ancora Advisors LLC specializes in customized portfolio management for individual investors, high net worth investors, investment companies (mutual funds), and institutions such as pension/profit sharing plans, corporations, charitable & “Not-for Profit” organizations, and unions. Ancora Family Wealth Advisors, LLC is a leading, regional investment and wealth advisor managing assets on behalf families and high net-worth individuals. Ancora Alternatives LLC specializes in pooled investments (hedge funds/investment limited partnerships). Ancora Retirement Plan Advisors, Inc. specializes in providing non-discretionary investment guidance for small and midsize employer sponsored retirement plans. Inverness Securities, LLC is a FINRA registered Broker Dealer.

About Legion Partners

Legion Partners is a value-oriented investment manager based in Los Angeles, with a satellite office in Sacramento, CA. Legion Partners seeks to invest in high-quality businesses that are temporarily trading at a discount, utilizing deep fundamental research and long-term shareholder engagement. Legion Partners manages a concentrated portfolio of North American small-cap equities on behalf of some of the world’s largest institutional and HNW investors.

About 4010 Capital

4010 Capital is a value-oriented investment manager with substantial experience investing in the consumer discretionary sector. 4010 Capital employs comprehensive fundamental analysis to invest in companies which it believes are trading at a discount to intrinsic value and have a pathway to improving operating performance.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210315005805/en/

FAQ

What is the significance of the proxy statement filed by Macellum and others for Kohl's Corporation (KSS)?

The proxy statement is significant as it represents an effort by the Investor Group to influence the Board of Directors by proposing their own nominees to address underperformance and improve strategy.

How much of Kohl's stock does the Investor Group own?

The Investor Group collectively owns 14,950,605 shares of Kohl's, which constitutes approximately 9.5% of the company's outstanding common stock.

What are the concerns raised by the Investor Group regarding Kohl's performance?

The Investor Group has raised concerns about Kohl's chronic underperformance in stock price and executive compensation practices that they believe are flawed.

What action do the shareholders need to take regarding the Investor Group's nominees?

Shareholders are encouraged to vote the WHITE Proxy Card to support the Investor Group's nominees for the Kohl's Board.

Who are the members of the Investor Group seeking changes at Kohl's Corporation (KSS)?

The Investor Group consists of Macellum Advisors, Ancora Holdings, Legion Partners Asset Management, and 4010 Capital.