Glass Lewis states that shareholders would be
best served supporting the current Board and its efforts to enhance
shareholder value
Acknowledges that Kohl’s Board is running a
transparent and robust process and that adding dissident nominees
to Board could disrupt the process
Recognizes Company’s strategy as compelling and
indicative of a board committed to improving financial results
Kohl’s urges shareholders to protect long-term
value by voting “FOR ALL” highly qualified director nominees on the
BLUE Proxy Card today
Kohl’s Corporation (NYSE: KSS) (“Kohl’s” or the “Company”) today
announced that leading proxy advisory firm Glass Lewis has
recommended that Kohl’s shareholders vote FOR ALL 13 of the
Company’s highly qualified director nominees on the BLUE proxy card
for the Annual Shareholder Meeting on May 11, 2022.
Kohl’s is pleased that Glass Lewis recognized the strength of
the Company’s Board of Directors. As Glass Lewis stated in its
report:
"In sum, we believe shareholders would be
best served supporting the current board and its efforts to enhance
shareholder value, whether that takes the form of continued
oversight of the existing standalone strategy or seeing through the
ongoing sale process."
"In our view, the Company’s board currently
comprises a reasonably well-rounded mix of qualified directors who
have complementary experience, qualifications and backgrounds
across various relevant industries and disciplines."
Additionally, Glass Lewis noted the transparency and
intentionality of the Board’s review of strategic alternatives:
"In our view, and contrary to the Dissident’s
assertions, the Company has been reasonably transparent regarding
various key aspects of the sale process, and we see no substantive
evidence to suggest the board is not actively
soliciting/entertaining any and all credible offers."
Glass Lewis further noted that adding dissident nominees could
negatively impact the Board’s ongoing sale process:
"…investors have to consider how the
potential election of some or all of the Dissident Nominees might
impact the Company’s ongoing sale process, whether that means a
delay in the sale process so that the Dissident Nominees can get up
to speed with all matters pertaining to the Company, a reworking of
the Company’s financial projections that will have to be evaluated
and scrutinized by prospective bidders, or a new dual-track process
that includes a review of a potential sale-leaseback
transaction."
Glass Lewis also acknowledged that Kohl’s strategy is
compelling:
"We consider the Company’s strategic plan to
be largely compelling and indicative of a board and management team
that is committed to improving the Company’s standalone financial
results."
Kohl’s is further pleased that Glass Lewis acknowledged that the
Macellum Advisors GP, LLC (“Macellum”) proposal for a sale
leaseback could destroy significant value:
"Simply because a private equity buyer may be
considering a sale-leaseback to partially finance a leveraged
buyout does not necessarily mean that a sale-leaseback would be a
prudent move for the Company on a standalone basis. We also
question how potential buyers of the Company would react to the
Company pursuing a significant sale-leaseback, as such a move could
result in the loss of a potential deal financing source in the
context of a takeover proposal…To the best of our knowledge, the
Dissident has not highlighted any successful precedents where a
retailer has undertaken sale-leasebacks on the scale the Dissident
has proposed here."
Glass Lewis concluded its analysis by recommending in favor of
all the Company nominees:
"Accordingly, we recommend that shareholder
vote on the Company’s BLUE proxy card FOR the Management
Nominees."
YOUR VOTE IS
IMPORTANT!
KOHL’S SHAREHOLDERS: WE
STRONGLY URGE YOU TO VOTE FOR ALL 13 OF OUR BOARD NOMINEES TO
PROTECT THE VALUE OF YOUR INVESTMENT
VOTE USING THE BLUE CARD TODAY
If you have any questions, or
need assistance in voting your shares, please call our proxy
solicitor:
INNISFREE M&A
INCORPORATED
TOLL-FREE, at
1-877-687-1874
BANKS AND BROKERS MAY CALL
COLLECT, at 1-212-750-5833
Cautionary Statement Regarding Forward-Looking
Information
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. The Company intends forward-looking terminology such as
“believes,” “expects,” “may,” “will,” “should,” “anticipates,”
“plans,” or similar expressions to identify forward-looking
statements. Such statements, including statements regarding the
outcome and timing of the strategic review process, 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, and there can be no guarantee that the
process will result in an agreement to sell the Company or that any
such agreement will ultimately be consummated. These risks and
uncertainties include, but are not limited to, risks described more
fully in Item 1A in the Company’s Annual Report on Form 10-K, 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’s undertakes no obligation to update them.
About Kohl's
Kohl’s (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’s 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’s 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’s impact in the community or how to join our
winning team, visit Corporate.Kohls.com or follow @KohlsNews on
Twitter.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220503006352/en/
Investor Relations: Mark Rupe, (262) 703-1266,
mark.rupe@kohls.com
Media: Jen Johnson, (262) 703-5241, jen.johnson@kohls.com
Lex Suvanto, (646) 775-8337, lex.suvanto@edelman.com
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