Egan-Jones Joins ISS in Recommending Kohl's Shareholders Vote for Boardroom Change on Macellum's WHITE Proxy Card
09 Maio 2022 - 3:34PM
Business Wire
Independent Proxy Advisory Firm Egan-Jones
Recommends Shareholders Vote to Elect Four Macellum Nominees:
Francis Ken Duane, Jonathan Duskin, Jeffrey Kantor and Pamela
Edwards
Follows Leading Independent Proxy Firm ISS
Also Finding Macellum Has Made a Compelling Case for Change and
Recommending for Multiple Macellum Nominees
As a Reminder, ISS Noted “Some Shareholders
May Consider the Addition of Macellum’s CEO, Jonathan Duskin, to
the Board as a Net Positive Given his Direct Ownership Stake and
Substantial Experience in the Retail Sector"
Macellum Urges
Shareholders to See Through Any Spin About “Unintended
Consequences” and Recognize That the Only Way to Guarantee
Incremental Boardroom Change is Effectuated is by Voting on the
WHITE Proxy Card
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 announced that Egan-Jones Proxy
Services (“Egan-Jones”), an independent proxy advisory firm, has
recommended that the Company’s shareholders vote for boardroom
change on the WHITE proxy card.
In particular, Egan-Jones supports the addition of four Macellum
nominees – Francis Ken Duane, Jonathan Duskin, Jeffrey Kantor and
Pamela Edwards – to the Company’s Board of Directors (the
"Board").
Last week, Institutional Shareholder Services Inc. (“ISS”), a
leading independent proxy advisory firm, also recommended that the
Company’s shareholders vote for boardroom change on Macellum’s
WHITE proxy card. ISS supports
the addition of two Macellum nominees – Jeffrey Kantor and Pamela
Edwards – to Kohl's' Board. ISS also stated that “some shareholders
may consider the addition of Macellum’s CEO, Jonathan Duskin, to
the Board as a net positive.” 1
In its report, Egan-Jones validates a case for boardroom change
by noting the following:2
- “Despite the addition of the dissident shareholders’ two
nominees in the previous campaign, in our view, Kohl’s board has
failed to be aggressive in improving its status quo of
underperformance.”
- “In our view, the board’s lack of commitment to value creation
hinders the opportunities for growth and consideration of strategic
alternatives that could be in the best interests of the Company and
its shareholders.”
- “In our view, Kohl’s entrenched board must be liable to the
Company’s history of underperformance.”
- “Despite the clothing industry’s growth from 2011-2021, Kohl’s
remained to have an upsetting financial performance compared to its
peers. Kohl’s EBIT from 2011 to 2021 has declined 22% and EBIT has
underperformed its Retail Peer average by 128%.”
- “We believe that the incumbent board has failed to ensure that
the interests of the key individuals are aligned with the business
strategy and risk tolerance, objectives, values and long-term
interests of the Company and will be consistent with the
"pay-for-performance" principle.”
- “Given the right mix of experience in retail, mergers and
acquisitions and corporate governance, we believe that the election
of Jeff Kantor, Pamela Edwards, Jonathan Duskin and Francis Ken
Duane is in the best interests of the Company and its
shareholders.”
- “In our view, there is an urgent need for change in the board
room to cease the trend of underperformance and instead, focus on
unlocking shareholder value.”
***
VOTE THE WHITE
PROXY CARD TO ELECT MACELLUM’S ALIGNED AND EXPERIENCED
SLATE.
LEARN MORE ABOUT MACELLUM’S SLATE HERE:
WWW.KEEPKOHLSACCOUNTABLE.COM/NOMINEES
CONTACT INFO@SARATOGAPROXY.COM WITH
QUESTIONS ABOUT YOUR PROXY AND HOW TO VOTE.
***
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.
1 Permission to quote ISS was neither sought nor obtained. 2
Permission to quote Egan-Jones was neither sought nor obtained.
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For Investors: Saratoga Proxy Consulting John Ferguson / Joe
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Square Partners Greg Marose / Bela Kirpalani, 646-386-0091
macellum@longacresquare.com
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