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- Kohl\u2019s directors outmatch the Activist Investors\u2019 slate of nominees on relevant experience<\/i><\/li>\n
- Activists\u2019 proposals threaten to disrupt Kohl\u2019s business momentum<\/i><\/li>\n
- Kohl\u2019s is continuing to engage in good faith with the Activist Investors with the objective of finding common ground that serves the interest of all shareholders<\/i><\/li>\n<\/ul>\n
MENOMONEE FALLS, Wis.–(BUSINESS WIRE<\/a>)–
\nKohl\u2019s Corporation (NYSE:KSS) (\u201cKohl\u2019s\u201d or the \u201cCompany\u201d) today issued the following statement in response to the amended preliminary proxy filing put forward by Macellum Advisors GP, LLC, Legion Partners Holdings, LLC, Ancora Advisors, LLC, and 4010 Capital, LLC (collectively, \u201cthe Activist Investors\u201d).\n<\/p>\n\nThe Activist Investors are focused on short-termism and financial engineering at the expense of sustainable operating and financial success. They also propose certain ideas that the Company already has well underway. We reject their attempt to disrupt Kohl’s strong business momentum.\n<\/p>\n
\nOverseen by our Board of Directors, Kohl\u2019s is executing on a compelling strategy to accelerate topline performance and enhance long-term profitability. We are making significant progress, with the announcements of key strategic partnerships and recent results exceeding expectations. Kohl\u2019s stock price has appreciated almost 200% since we announced our new strategy in October, outperforming the S&P 500 by more than 170%.\n<\/p>\n
\nThe Kohl\u2019s Board brings a diverse and relevant set of experiences well suited to support our continued momentum. Our Board has added six new directors since 2016, refreshing the Board by 50%, as part of a continuous refreshment process. These Board changes reflect a deliberate internal assessment of the mix of necessary experience and skills of our Board and our ongoing dialogue with all our shareholders as to their perspectives on our Board\u2019s composition.\n<\/p>\n
\nKohl\u2019s directors outmatch the Activist Investors\u2019 slate of nominees on relevant experience. For example, all 12 of Kohl\u2019s directors have extensive retail or consumer-facing industry experience, and four are current or former retail CEOs. Kohl\u2019s Board also has extensive technology and digital leadership experience as well as significant investment and capital allocation expertise.\n<\/p>\n
\nIn contrast, the Activists\u2019 slate lacks critical relevant experience. One of their nominees has presided over four companies that filed for bankruptcy. Three of their five nominees have not served on boards of retail companies of a comparable size to Kohl\u2019s. Two of the nominees have never served on a public company board. Finally, four of five of the Activists\u2019 nominees lack meaningful digital experience, an area critically important to Kohl\u2019s future growth, now representing 40% of our business.\n<\/p>\n
\nRegardless of whether the Activists are nominating five or nine directors, their capabilities and track records simply do not measure up. Shareholders should reject the efforts of this slate to impose short-termism and financial engineering to disrupt the Kohl\u2019s business strategy and our ongoing momentum.\n<\/p>\n
\nKohl\u2019s has held numerous meetings with the Activists and is scheduled to engage with them again next week. Kohl\u2019s Board and management team continue to be open to all ideas that can create value and will continue to engage in good faith with the Activist Investors with the objective of finding common ground that serves the interest of all shareholders.\n<\/p>\n
Cautionary Statement Regarding Forward-Looking Information<\/b><\/p>\n
\nThis press release contains \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as \u201cbelieves,\u201d \u201cexpects,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201canticipates,\u201d \u201cstrategy,\u201d \u201cpreliminary,\u201d \u201cplans,\u201d or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, our ability to execute on and realize the benefits of our strategic plan, market conditions beyond our control, including the ongoing and evolving impact of the COVID-19 pandemic, that may negatively impact our stock price vis-\u00e0-vis industry analyst expectations and the risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K, and in Item 1A of Part II in the Company’s Quarterly Report on Form 10-Q for the quarter ended May 2, 2020, which are expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking statements relate to the date initially made, and Kohl\u2019s undertakes no obligation to update them.\n<\/p>\n
Important Shareholder Information and Where You Can Find It <\/b><\/p>\n
\nKohl\u2019s has filed a preliminary proxy statement and form of BLUE proxy card with the SEC in connection with the solicitation of proxies for Kohl\u2019s 2021 Annual Meeting of shareholders (the \u201cPreliminary Proxy Statement\u201d and such meeting the \u201c2021 Annual Meeting\u201d). Kohl\u2019s, its directors and certain of its executive officers will be participants in the solicitation of proxies from shareholders in respect of the 2021 Annual Meeting. Information regarding the names of Kohl\u2019s directors and executive officers and their respective interests in Kohl\u2019s by security holdings or otherwise is set forth in the Preliminary Proxy Statement. To the extent holdings of such participants in Kohl\u2019s securities have changed since the amounts described in the Preliminary Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC or will be filed within the time period specified by Section 16 of the Securities Exchange Act of 1934, as amended, and the regulations thereunder. Details concerning the nominees of Kohl\u2019s Board of Directors for election at the 2021 Annual Meeting are included in the Preliminary Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF KOHL\u2019S ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING KOHL\u2019S DEFINITIVE PROXY STATEMENT TO BE FILED IN CONNECTION WITH THE 2021 ANNUAL MEETING, ANY SUPPLEMENTS THERETO AND THE ACCOMPANYING BLUE PROXY CARD BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the Preliminary Proxy Statement and other documents filed by Kohl\u2019s free of charge from the SEC\u2019s website, www.sec.gov<\/a>. Copies will also be available at no charge on the Kohl\u2019s website at investors.kohls.com.\n<\/p>\n
About Kohl\u2019s<\/b><\/p>\n
\nKohl\u2019s (NYSE: KSS) is a leading omnichannel retailer. With more than 1,100 stores in 49 states and the online convenience of Kohls.com and the Kohl’s App, Kohl’s offers amazing national and exclusive brands at incredible savings for families nationwide. Kohl\u2019s is uniquely positioned to deliver against its strategy and its vision to be the most trusted retailer of choice for the active and casual lifestyle. Kohl\u2019s is committed to progress in its diversity and inclusion pledges, and the company’s environmental, social and corporate governance (ESG) stewardship. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohl\u2019s impact in the community or how to join our winning team, visit Corporate.Kohls.com or follow @KohlsNews on Twitter.\n<\/p>\n
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View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20210311005915\/en\/<\/a><\/span><\/p>\n
\nInvestor Relations:
\n
Mark Rupe, (262) 703-1266, mark.rupe@kohls.com
\n<\/a><\/p>\nMedia:
\n
Jen Johnson, (262) 703-5241, jen.johnson@kohls.com
\n<\/a>
Lex Suvanto, (646) 775-8337, lex.suvanto@edelman.com<\/a><\/p>\nKEYWORDS:<\/b> United States North America Wisconsin<\/p>\n
INDUSTRY KEYWORDS:<\/b> Fashion Cosmetics Online Retail Retail Department Stores Home Goods<\/p>\n
- Activists\u2019 proposals threaten to disrupt Kohl\u2019s business momentum<\/i><\/li>\n
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