Macellum Issues Statement Regarding the Kohl’s Board’s Apparent Breach of Fiduciary Duty and Failure to Disclose Material Information Prior to 2022 Annual Meeting

Rhea-AI Summary

Macellum Advisors, a major shareholder of Kohl's (KSS), criticized the company's recent disappointing earnings and management decisions. The firm claims that poor strategic planning and a lack of transparency from the Board led to these issues. They expressed concerns about material information being withheld from shareholders ahead of a critical annual meeting. Macellum urges for the appointment of its nominees to the Board and is exploring legal action to protect its interests as a significant shareholder. They believe that the current Board has failed in its duties and should accept the best acquisition offer.

Positive

• Macellum believes Kohl's is well-positioned for long-term growth and can enhance sales and profitability.

Negative

• Kohl's reported disappointing earnings, missing expectations.
• The Board allegedly withheld key information from shareholders before the annual meeting.
• Two senior executives involved in the company's strategy are set to depart.
• Macellum claims the Board has failed in its fiduciary duties.

NEW YORK--(BUSINESS WIRE)-- Macellum Advisors GP, LLC (together with its affiliates, “Macellum” or “we”), a long-term holder of nearly 5% of the outstanding common shares of Kohl’s Corporation (NYSE: KSS) (“Kohl’s” or the “Company”), today issued the following statement regarding the Company and its Board of Directors (the “Board”) attributable to its Managing Partner, Jonathan Duskin:

“This quarter’s extremely disappointing results do not change the fact that Kohl’s is a uniquely positioned retailer with tremendous long-term opportunities to increase sales, expand margins and produce superior earnings. Based on our extensive analysis of Kohl’s and the retail sector, we can say with great conviction that yesterday’s results are simply a consequence of a weak Board and management configuration leading to a flawed strategic plan and an inability to execute. Under the right oversight and leadership that has sufficient expertise and a viable strategy, we firmly believe Kohl’s will consistently deliver superior operating and financial results.

It was alarming to learn yesterday that the current Board appears to have withheld material information from shareholders about the state of Kohl’s in the lead-up to this year’s pivotal annual meeting. We believe all of the Company’s shareholders should feel betrayed and outraged by the fact that the quarter’s massive earnings miss, reduced guidance and the imminent departures of two senior executives, who presumably supported the development of Kohl’s' three-year strategy released in March 2022, were not disclosed prior to last week’s annual meeting. If any of the current directors were aware of this material information prior to the annual meeting, their involvement in any decision to withhold the news prior to a monumental shareholder vote suggests to us a clear breach of fiduciary duty. If any of the current directors were kept in the dark and not aware of this information prior to the annual meeting, we urge this faction of the Board to retain independent counsel and begin its own investigation to understand how select directors and shareholders were so grossly misled and what recourse they have. Either way, Kohl’s should immediately appoint three of our nominees – including a shareholder representative from Macellum – to the Board to replace three long-serving incumbents. Keep in mind that Institutional Shareholder Services, Inc., a leading independent proxy advisory firm, recommended earlier this month that shareholders vote to elect multiple Macellum nominees, including former Macy's, Inc. Chief Merchandising Officer Jeff Kantor and former L Brands, Inc. Chief Financial Officer Pamela Edwards.

At this point, we believe the current Board has forfeited its right to continue to oversee Kohl’s and review offers versus the Company’s internal plan – and it should immediately commit to accepting the highest financed acquisition offer received at the conclusion of the sale process.

We are actively exploring claims against the Board and will take legal action, if necessary, to protect our interests as a major long-term shareholder and the interests of all our fellow shareholders.”

About Macellum

Macellum Capital Management is an activist investment firm, with deep expertise in the retail and consumer sectors, founded in 2009 by Jonathan Duskin. Macellum invests in undervalued companies that it believes can appreciate significantly in value as a result of a change in corporate strategy or improvements in operations, capital allocation or corporate governance. Macellum’s investment team, advisors and network of industry experts draw upon their extensive strategic, operating and boardroom experience to assist companies in designing and implementing initiatives to improve long-term shareholder value. Macellum prefers to constructively engage with management to improve its governance and performance for the benefit of all stockholders. However, when management is entrenched, Macellum has run successful proxy contests to effectuate meaningful change. Macellum has run successful election contests to effectuate meaningful change at many companies, including at The Children’s Place Inc., Citi Trends, Inc., Bed Bath and Beyond and Big Lots, Inc. Learn more at www.macellumcapitalmanagement.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220520005081/en/

Longacre Square Partners

Greg Marose / Casie Connolly, 646-386-0091

macellum@longacresquare.com

Source: Macellum Advisors GP, LLC

FAQ

What did Macellum Advisors say about Kohl's recent earnings results?

Macellum Advisors described Kohl's recent earnings results as extremely disappointing, attributing them to poor management and strategic planning.

What actions is Macellum Advisors considering against Kohl's Board?

Macellum Advisors is exploring legal claims against the Board due to alleged failures in fiduciary duty and withholding material information from shareholders.

What changes does Macellum Advisors want for Kohl's Board?

Macellum Advisors is urging Kohl's to appoint three of their nominees to the Board to replace long-serving members.

Why is Kohl's Board's handling of information concerning?

Macellum expressed concerns that the Board withheld material information regarding poor earnings and executive departures before a crucial shareholder vote.