\nMacellum Advisors GP, LLC (together with its affiliates, \u201cMacellum\u201d), Ancora Holdings, Inc. (together with its affiliates, \u201cAncora\u201d), Legion Partners Asset Management, LLC (together with its affiliates, \u201cLegion Partners\u201d), and 4010 Capital, LLC (together with its affiliates, \u201c4010 Capital\u201d and, together with Macellum, Ancora and Legion Partners, the \u201cInvestor Group\u201d) today announced that it has filed its revised preliminary proxy statement for its slate of nominees for the Board of Directors (the \u201cBoard\u201d) of Kohl\u2019s Corporation (NYSE: KSS) (\u201cKohl\u2019s\u201d or the \u201cCompany\u201d). The Investor Group is deemed to beneficially own, in the aggregate, 14,950,605 shares of the Company\u2019s common stock, including 3,481,600 shares underlying call options currently exercisable, constituting approximately 9.5% of the Company\u2019s outstanding common stock.\n<\/p>\n
\nThe proxy statement can be found here: https:\/\/www.sec.gov\/Archives\/edgar\/data\/0000885639\/000119380521000349\/prrn14a09050035_03112021.htm<\/a><\/p>\n \nThe Investor Group issued the following statement:\n<\/p>\n \n\u201cToday we have identified the five incumbent directors who we believe are the least qualified to continue serving on the Board: Steven A. Burd, Jonas Prising, John E. Schlifske, Frank V. Sica and Stephanie A. Streeter. Since we initially nominated candidates in January, our goal has always been to assemble the best Board possible to help Kohl\u2019s reach its full potential. To that end, we originally nominated nine highly qualified individuals in hopes of working constructively with the Board to choose from a large pool of candidates to construct a well-balanced Board with the attributes and skillsets to create shareholder value.\n<\/p>\n \nRather than engaging in meaningful discussions, however, Kohl\u2019s has tried to distract shareholders into believing our campaign is about \u201cseizing control\u201d of the Company or the Board. To be clear \u2013 our campaign is to construct the strongest possible Board with directors who possess relevant retail, capital allocation, strategy and corporate governance expertise \u2013 and who will also serve as strong advocates for shareholders.\n<\/p>\n \nIn the absence of meaningful progress towards a resolution in advance of a proxy campaign commencing, we have filed revised preliminary proxy materials announcing our slate of five highly qualified directors to run in opposition to five of the Company\u2019s long tenured directors who we believe do not have the relevant retail and governance skills to create shareholder value. Collectively, we believe these five individuals should be held accountable for overseeing a decade of stagnant growth and poor shareholder returns. We are also concerned with the results of our background checks into certain of these individuals.\n<\/p>\n \nIn contrast, each of our nominees were selected for their specific retail expertise that corresponds to issues that have historically plagued the Company and for their intense focus on creating long term, sustainable, shareholder value. Further, they represent a diverse collection of successful executives. Our slate of nominees now consists of the following:\n<\/p>\n \nWe intend to run these candidates against the following incumbent directors:\n<\/p>\n \nWe remain open to constructive dialogue with the Company aimed at achieving a positive resolution for all Kohl\u2019s shareholders. However, we are convinced that based on the Company\u2019s historical underperformance, without significant Board change, Kohl\u2019s will continue to miss the mark with its customers and be unable to bring cost cuts to the bottom line or efficiently allocate capital, resulting in shareholders continuing to suffer subpar long-term return.\u201d\n<\/p>\n \nAdditional information can be found at https:\/\/createvalueatkohls.com\/<\/a>.\n<\/p>\n About Macellum <\/b><\/p>\n \nMacellum Advisors GP, LLC, together with its affiliates (collectively, \u201cMacellum\u201d) have substantial experience investing in consumer and retail companies and assisting such companies in improving their long-term financial and stock price performance. Macellum\u2019s 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\u2019s Place Inc., Christopher & Banks Corporation, Citi Trends, Inc. Bed Bath and Beyond Inc. and most recently at Big Lots, Inc.\n<\/p>\n About Ancora<\/b><\/p>\n \nAncora 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 & \u201cNot-for Profit\u201d 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.\n<\/p>\n About Legion Partners<\/b><\/p>\n \nLegion 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\u2019s largest institutional and HNW investors.\n<\/p>\n About 4010 Capital<\/b><\/p>\n \n4010 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.\n<\/p>\n CERTAIN INFORMATION CONCERNING THE PARTICIPANTS<\/b><\/p>\n \nMacellum Badger Fund, LLC, a Delaware limited partnership (\u201cMacellum Badger\u201d), Legion Partners Holdings, LLC, a Delaware limited liability company (\u201cLegion Partners Holdings\u201d) Ancora Holdings, Inc., an Ohio corporation (\u201cAncora Holdings\u201d) and 4010 Capital, LLC, a Delaware limited liability company (\u201c4010 Capital\u201d), together with the other participants named herein, intend to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (\u201cSEC\u201d) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of shareholders of Kohl\u2019s Corporation, a Wisconsin corporation (the \u201cCompany\u201d).\n<\/p>\n \nMACELLUM BADGER, LEGION PARTNERS HOLDINGS, ANCORA HOLDINGS AND 4010 CAPITAL STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP:\/\/WWW.SEC.GOV<\/a>. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.\n<\/p>\n \nThe participants in the proxy solicitation are anticipated to be Macellum Badger, Macellum Badger Fund II, LP, a Delaware limited partnership (\u201cMacellum Badger II\u201d), Macellum Advisors, LP, a Delaware limited partnership (\u201cMacellum Advisors\u201d), Macellum Advisors GP, LLC, a Delaware limited liability company (\u201cMacellum GP\u201d), Jonathan Duskin, Legion Partners Holdings, Legion Partners, L.P. I, a Delaware limited partnership (\u201cLegion Partners I\u201d), Legion Partners, L.P. II, a Delaware limited partnership (\u201cLegion Partners II\u201d), Legion Partners Special Opportunities, L.P. XV, a Delaware limited partnership (\u201cLegion Partners Special XV\u201d), Legion Partners, LLC, a Delaware limited liability company (\u201cLegion LLC\u201d), Legion Partners Asset Management, LLC, a Delaware limited liability company (\u201cLegion Partners Asset Management\u201d), Christopher S. Kiper, Raymond T. White, Ancora Holdings, Ancora Catalyst Institutional, LP, a Delaware limited partnership (\u201cAncora Catalyst Institutional\u201d), Ancora Catalyst, LP, a Delaware limited partnership (\u201cAncora Catalyst\u201d), Ancora Merlin, LP, a Delaware limited partnership (\u201cAncora Merlin\u201d), Ancora Merlin Institutional, LP, a Delaware limited partnership (\u201cAncora Merlin Institutional\u201d), Ancora Catalyst SPV I LP Series M (\u201cAncora SPV I Series M\u201d), a series of Ancora Catalyst SPV I LP, a Delaware limited partnership (\u201cAncora SPV I\u201d), Ancora Catalyst SPV I LP Series N, a series of Ancora SPV I (\u201cAncora SPV I Series N\u201d), Ancora Catalyst SPV I LP Series O, a series of Ancora SPV I (\u201cAncora SPV I Series O\u201d), Ancora Catalyst SPV I LP Series P, a series of Ancora SPV I (\u201cAncora SPV I Series P\u201d), Ancora Catalyst SPV I SPC Ltd Segregated Portfolio G, a Cayman Islands segregated portfolio company (\u201cAncora Segregated Portfolio G\u201d), Ancora Advisors, LLC, a Nevada limited liability company (\u201cAncora Advisors\u201d), Ancora Alternatives LLC, an Ohio limited liability company (\u201cAncora Alternatives\u201d), Ancora Family Wealth Advisors, LLC, an Ohio limited liability company (\u201cAncora Family Wealth\u201d), The Ancora Group Inc., an Ohio corporation (\u201cAncora Inc.\u201d), Inverness Holdings, LLC, a Delaware limited liability company (\u201cInverness Holdings\u201d), Frederick DiSanto, 4010 Partners, LP, a Delaware limited partnership (\u201c4010 Partners\u201d), 4010 Capital, LLC, a Delaware limited liability company (\u201c4010 Capital\u201d), 4010 General Partner, LLC, a Delaware limited liability company (\u201c4010 General Partner\u201d), Steven E. Litt, Margaret L. Jenkins, Jeffrey A. Kantor, Thomas A. Kingsbury and Cynthia S. Murray.\n<\/p>\n \nAs of the date hereof, Macellum Badger directly beneficially owns 273,611 shares of Common Stock, par value $0.01 par value per share, of the Company (the \u201cCommon Stock\u201d), including 56,400 shares underlying long call options currently exercisable and 1,000 shares in record name. As of the date hereof, Macellum Badger II directly beneficially owns 8,443,121 shares of Common Stock including 1,943,600 shares underlying long call options currently exercisable. As the investment manager of Macellum Badger and Macellum Badger II, Macellum Advisors may be deemed to beneficially own the 273,611 shares of Common Stock beneficially directly owned by Macellum Badger, including 56,400 shares underlying long call options currently exercisable and 8,443,121 shares of Common Stock beneficially owned directly by Macellum Badger II, including 1,943,600 shares underlying long call options currently exercisable. As the general partner of Macellum Badger, Macellum Badger II and Macellum Advisors, Macellum GP may be deemed to beneficially own the 273,611 shares of Common Stock beneficially owned directly by Macellum Badger, including 56,400 shares underlying long call options currently exercisable and 8,443,121 shares of Common Stock beneficially owned directly by Macellum Badger II, including 1,943,600 shares underlying long call options currently exercisable. As the sole member of Macellum GP, Mr. Duskin may be deemed to beneficially own the 273,611 shares of Common Stock beneficially owned directly by Macellum Badger, including 56,400 shares underlying long call options currently exercisable and 8,443,121 shares of Common Stock beneficially owned directly by Macellum Badger II, including 1,943,600 shares underlying long call options currently exercisable.\n<\/p>\n \nAs of the date hereof, Legion Partners I directly beneficially owns 1,891,990 shares of Common Stock, including 567,900 shares underlying long call options, Legion Partners II directly beneficially owns 111,360 shares of Common Stock, including 43,000 shares underlying long call options, Legion Partners Special XV directly beneficially owns 108,400 shares of Common Stock, including 25,900 shares underlying long call options, and Legion Partners Holdings directly beneficially owns 100 shares of common stock of the Company in record name and as the sole member of Legion Partners Asset Management and sole member of Legion LLC, Legion Partners Holdings may also be deemed to beneficially own the 1,891,990 shares of Common Stock beneficially owned directly by Legion Partners I, including 567,900 shares underlying long call options, 111,360 shares of Common Stock beneficially owned directly by Legion Partners II, including 43,000 shares underlying long call options, and 108,400 shares of Common Stock beneficially owned directly by Legion Partners Special XV, including 25,900 shares underlying long call options. As the general partner of each of Legion Partners I and Legion Partners II and co-general partner of Legion Partners Special XV, Legion LLC may be deemed to beneficially own the 1,891,990 shares of Common Stock beneficially owned directly by Legion Partners I, including 567,900 shares underlying long call options, 111,360 shares of Common Stock beneficially owned directly by Legion Partners II, including 43,000 shares underlying long call options, and 108,400 shares of Common Stock beneficially owned directly by Legion Partners Special XV, including 25,900 shares underlying long call options. As the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special XV, Legion Partners Asset Management may be deemed to beneficially own the 1,891,990 shares of Common Stock beneficially owned directly by Legion Partners I, including 567,900 shares underlying long call options, 111,360 shares of Common Stock beneficially owned directly by Legion Partners II, including 43,000 shares underlying long call options, and 108,400 shares of Common Stock beneficially owned directly by Legion Partners Special XV, including 25,900 shares underlying long call options. As a managing director of Legion Partners Asset Management and managing member of Legion Partners Holdings, Mr. Kiper may be deemed to beneficially own the 1,891,990 shares of Common Stock beneficially owned directly by Legion Partners I, including 567,900 shares underlying long call options, 111,360 shares of Common Stock beneficially owned directly by Legion Partners II, including 43,000 shares underlying long call options, and 108,400 shares of Common Stock beneficially owned directly by Legion Partners Special XV, including 25,900 shares underlying long call options and 100 shares of Common Stock beneficially owned directly by Legion Partners Holdings. As a managing director of Legion Partners Asset Management and managing member of Legion Partners Holdings, Mr. White may be deemed to beneficially own the 1,891,990 shares of Common Stock beneficially owned directly by Legion Partners I, including 567,900 shares underlying long call options, 111,360 shares of Common Stock beneficially owned directly by Legion Partners II, including 43,000 shares underlying long call options, and 108,400 shares of Common Stock beneficially owned directly by Legion Partners Special XV, including 25,900 shares underlying long call options and 100 shares of Common Stock beneficially owned directly by Legion Partners Holdings.\n<\/p>\n \nAs of the date hereof, Ancora Catalyst Institutional directly beneficially owns 553,445 shares of Common Stock, including 113,200 shares underlying long call options. As of the date hereof, Ancora Catalyst directly beneficially owns 43,867 shares of Common Stock, including 9,600 shares underlying long call options. As of the date hereof, Ancora Merlin Institutional directly beneficially owns 549,030 shares of Common Stock, including 113,200 shares underlying long call options. As of the date hereof, Ancora Merlin directly beneficially owns 48,283 shares of Common Stock, including 9,600 shares underlying long call options. As of the date hereof, Ancora SPV I Series M directly beneficially owns 601,401 shares of Common Stock, including 116,800 shares underlying long call options. As of the date hereof, Ancora SPV I Series N directly beneficially owns 424,050 shares of Common Stock, including 80,800 shares underlying long call options. As of the date hereof, Ancora SPV I Series O directly beneficially owns 417,670 shares of Common Stock, including 79,600 shares underlying long call options. As of the date hereof, Ancora SPV I Series P directly beneficially owns 423,820 shares of Common Stock, including 85,200 shares underlying long call options. As of the date hereof, Ancora Segregated Portfolio G directly beneficially owns 592,000 shares of Common Stock, including 122,000 shares underlying long call options. As of the date hereof, 422,259 shares of Common Stock were held in a certain managed account for which Ancora Advisors serves as the investment adviser to (the \u201cAncora Advisors SMA\u201d), including 103,800 shares underlying long call options. As of the date hereof, 7,198 shares of Common Stock were held in a certain managed account for which Ancora Family Wealth serves as the investment advisor of certain separately managed accounts (the \u201cSMAs\u201d). As the investment adviser to the Ancora Advisors SMA, Ancora Advisors may be deemed to beneficially own the 422,259 shares of Common Stock held in the Ancora Advisors SMA, including 103,800 shares underlying long call options. As the investment adviser to each of Ancora Catalyst Institutional, Ancora Catalyst, Ancora Merlin, Ancora Merlin Institutional, Ancora SPV I Series M, Ancora SPV I Series N, Ancora SPV I Series O, Ancora SPV I Series P and Ancora Segregated Portfolio G, Ancora Alternatives may be deemed to beneficially own the 553,445 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, including 113,200 shares underlying long call options, 43,867 shares of Common Stock beneficially owned directly by Ancora Catalyst, including 9,600 shares underlying long call options, 48,283 shares of Common Stock beneficially owned directly by Ancora Merlin, including 9,600 shares underlying long call options, 549,030 shares of Common Stock beneficially owned directly by Ancora Merlin Institutional, including 113,200 shares underlying long call options, 601,401 shares of Common Stock beneficially owned directly by Ancora SPV I Series M, including 116,800 shares underlying long call options, 424,050 shares of Common Stock beneficially owned directly by Ancora SPV I Series N, including 80,800 shares underlying long call options, 417,670 shares of Common Stock beneficially owned directly by Ancora SPV I Series O, including 79,600 shares underlying long call options, 423,820 shares of Common Stock beneficially owned directly by Ancora SPV I Series P, including 85,200 shares underlying long call options and 592,000 shares of Common Stock beneficially owned directly by Ancora Segregated Portfolio G, including 122,000 shares underlying long call options. As the investment adviser to the SMAs, Ancora Family Wealth may be deemed to beneficially own the 7,198 shares of Common Stock held in the SMAs. As the sole member of Ancora Advisors, Ancora Inc. may be deemed to beneficially own the 422,259 shares of Common Stock held in the Ancora Advisors SMA, including 103,800 Shares underlying long call options currently exercisable. As the sole member of Ancora Family Wealth, Inverness Holdings may be deemed to beneficially own the 7,198 shares of Common Stock held in Ancora Family Wealth. As the sole member of each of Ancora Alternatives and Inverness Holdings and the sole shareholder of Ancora Inc., Ancora Holdings may be deemed to beneficially own the 553,445 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, including 113,200 shares underlying long call options, 43,867 shares of Common Stock beneficially owned directly by Ancora Catalyst, including 9,600 shares underlying long call options, 48,283 shares of Common Stock beneficially owned directly by Ancora Merlin, including 9,600 shares underlying long call options, 549,030 shares of Common Stock beneficially owned directly by Ancora Merlin Institutional, including 113,200 shares underlying long call options, 601,401 shares of Common Stock beneficially owned directly by Ancora SPV I Series M, including 116,800 shares underlying long call options, 424,050 shares of Common Stock beneficially owned directly by Ancora SPV I Series N, including 80,800 shares underlying long call options, 417,670 shares of Common Stock beneficially owned directly by Ancora SPV I Series O, including 79,600 shares underlying long call options, 423,820 shares of Common Stock beneficially owned directly by Ancora SPV I Series P, including 85,200 shares underlying long call options, and 592,000 shares of Common Stock beneficially owned directly by Ancora Segregated Portfolio G, including 122,000 shares underlying long call options, 422,259 shares of Common Stock held in the Ancora Advisors SMA, including 103,800 Shares underlying long call options currently exercisable and 7,198 shares of Common Stock held in the SMAs. As the Chairman and Chief Executive Officer of Ancora Holdings, Mr. DiSanto may be deemed to beneficially own the 553,445 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, including 113,200 shares underlying long call options, 43,867 shares of Common Stock beneficially owned directly by Ancora Catalyst, including 9,600 shares underlying long call options, 48,283 shares of Common Stock beneficially owned directly by Ancora Merlin, including 9,600 shares underlying long call options, 549,030 shares of Common Stock beneficially owned directly by Ancora Merlin Institutional, including 113,200 shares underlying long call options, 601,401 shares of Common Stock beneficially owned directly by Ancora SPV I Series M, including 116,800 shares underlying long call options, 424,050 shares of Common Stock beneficially owned directly by Ancora SPV I Series N, including 80,800 shares underlying long call options, 417,670 shares of Common Stock beneficially owned directly by Ancora SPV I Series O, including 79,600 shares underlying long call options, 423,820 shares of Common Stock beneficially owned directly by Ancora SPV I Series P, including 85,200 shares underlying long call options, and 592,000 shares of Common Stock beneficially owned directly by Ancora Segregated Portfolio G, including 122,000 shares underlying long call options, 422,259 shares of Common Stock held in the Ancora Advisors SMA, including 103,800 Shares underlying long call options currently exercisable and 7,198 shares of Common Stock held in the SMAs.\n<\/p>\n \nAs of the date hereof, 4010 Partners directly beneficially owns 39,000 shares of Common Stock, including 11,000 shares underlying long call options. As the investment manager of 4010 Partners and co-general partner of Legion Partners Special XV, 4010 Capital may be deemed to beneficially own the 39,000 shares of Common Stock beneficially owned directly by 4010 Partners, including 11,000 shares underlying long call options and 108,400 shares of Common Stock beneficially owned directly by Legion Partners Special XV, including 25,900 shares underlying long call options. As the general partner of 4010 Partners, 4010 General Partner may be deemed to beneficially own the 39,000 shares of Common Stock beneficially owned directly by 4010 Partners, including 11,000 shares underlying long call options. As a managing director of 4010 Capital, Mr. Litt may be deemed to beneficially own the 39,000 shares of Common Stock beneficially owned directly by 4010 Partners, including 11,000 shares underlying long call options and 108,400 shares of Common Stock beneficially owned directly by Legion Partners Special XV, including 25,900 shares underlying long call options.\n<\/p>\n \nAs of the date hereof, none of Margaret L. Jenkins, Jeffrey A. Kantor, Thomas A. Kingsbury or Cynthia S. Murray own beneficially or of record any securities of the Company.\n<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20210311005473\/en\/<\/a><\/span><\/p>\n \nMedia:\n
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Sloane & Company
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Dan Zacchei \/ Joe Germani
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dzacchei@sloanepr.com<\/a> \/ jgermani@sloanepr.com<\/a><\/p>\n