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Macellum Sets the Record Straight Following Kohl's' Apparent Attempt to Mislead Shareholders and Rewrite History

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Macellum Advisors, holding nearly 5% of Kohl's Corporation (KSS), issued a rebuttal presentation challenging the incumbent Board's claims about the company's performance from its April 21 presentation. Macellum argues that Kohl's has underperformed against its peers and faces significant risks if there is no change in leadership or a fair sale of the company before the Annual Meeting. Macellum is urging shareholders to vote for its 10 independent nominees to drive accountability and improve strategic planning.

Positive
  • Macellum presents a projected earnings per share of up to $14.77 in the near-term under its proposed strategic plan.
Negative
  • Kohl's has underperformed compared to its direct and retail peers over multiple time horizons.
  • The incumbent Board's strategy and governance have faced criticism, leading to calls for urgent leadership changes.

Issues Rebuttal Presentation That Exposes and Refutes the Distortions in Kohl's' April 21 Presentation

Makes Clear That Kohl's Has Underperformed Its Peers and Contends There Is Significant Risk without Meaningful Board Change or an Announced Fair Sale of Kohl’s Before the Annual Meeting

Urges Shareholders to Vote on the WHITE Proxy Card to Elect Macellum's 10 Highly Qualified, Independent Nominees

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 a rebuttal presentation to the Company's April 21 presentation that highlights the incumbent Board of Directors' (the "Board") apparent attempts to mislead shareholders about its historical performance and Macellum's ideas. As a reminder, Macellum is asking shareholders to vote on the WHITE proxy card to elect its full slate of 10 aligned and experienced director candidates at the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”). Learn more at www.KeepKohlsAccountable.com.

CLICK HERE TO DOWNLOAD AND VIEW THE REBUTTAL PRESENTATION

Jonathan Duskin, Macellum's Managing Partner, commented:

"We believe Kohl's' latest apparent attempt to mislead shareholders and rewrite history in its April 21 presentation only validates our case for urgent change. Rather than assume accountability for years of underperformance, a flawed alternatives process and an ineffective strategy, the incumbent Board appears intent on continuing to dispute reality and disparage Macellum.

Do not be fooled by the incumbent Board's misrepresentation of key facts: the truth is that the Company has lagged its direct peers, off-price peers, other retail peers and its own TSR peers over multiple time horizons due to a stale, inferior strategy. We contend shareholders will suffer significantly without meaningful Board change or an announced fair sale of Kohl's. This is why we are pursuing a shareholder-driven overhaul of the Board that we believe can lead to a superior strategic review and infuse necessary ownership perspectives and accountability into the boardroom. Kohl's does not need to continue suffering from a lack of financial, governance and strategic planning acumen in the boardroom.

We believe only one set of nominees in this contest has advocated for shareholders' best interests, communicated transparently with shareholders and released a comprehensive strategic plan to deliver up to $14.77 in earnings per share over the near-term. Unlike the incumbent Board, my fellow nominees and I will prioritize business integrity, urgency and transparency in the boardroom. We are committed to acting in the best interests of all shareholders and objectively exploring all paths to long-term value creation."

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VISIT WWW.KEEPKOHLSACCOUNTABLE.COM TO REVIEW OUR PRESENTATION.

VOTE THE WHITE PROXY CARD TO ELECT MACELLUM’S ALIGNED AND EXPERIENCED SLATE.

CONTACT INFO@SARATOGAPROXY.COM WITH QUESTIONS ABOUT YOUR PROXY AND HOW TO VOTE.

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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.

For Investors:

Saratoga Proxy Consulting

John Ferguson / Joe Mills, 212-257-1311

info@saratogaproxy.com



For Media:

Longacre Square Partners

Greg Marose / Casie Connolly / Bela Kirpalani, 646-386-0091

macellum@longacresquare.com

Source: Macellum Advisors GP, LLC

FAQ

What are Macellum's main arguments against Kohl's Board from the April 21 presentation?

Macellum argues that Kohl's Board has misled shareholders about its performance and needs urgent change to avoid further underperformance.

How does Macellum assess Kohl's performance relative to its peers?

Macellum contends that Kohl's has lagged behind its direct, off-price, and retail peers due to a stale strategy.

What is Macellum proposing for Kohl's shareholders?

Macellum urges shareholders to vote for its slate of 10 independent nominees to implement meaningful changes for better strategic planning.

What financial performance does Macellum project for Kohl's?

Macellum projects that its proposed strategic changes could lead to earnings per share of up to $14.77.

Kohls Corporation

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