Macellum Urges Kohl’s Shareholders to Consider the Imminent Value Destruction Risk Associated with Reelecting the Entire Current Board
10 Maio 2022 - 11:39AM
Business Wire
Highlights Company’s Share Price Plunged 9%
Yesterday – Far More Than Relevant Peers1 – Ahead of Wednesday’s
Annual Meeting, Following Recent Publicly Disclosed Voting Reports
by Large Stockholders Supporting Management’s Slate
Fears the Ongoing Destruction of Billions or
Hundreds of Millions of Dollars in Value Could be Permanent and
Result in Prospective Bidders Modifying or Reducing Offers
Urges Shareholders Who
Recognize the Value of Electing Candidates from Both Slates to
Utilize a Legal Proxy – Which is Akin to a Universal Proxy – to
Vote FOR a Subset of Macellum’s Slate Such as Candidates Endorsed
by ISS
Notes Public Institution CalSTRS Has
Publicly Disclosed Its Support For ALL of Macellum’s
Nominees
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 highlighted the following points
in connection with its campaign to elect highly qualified and
independent candidates to the Company’s Board of Directors (the
“Board”) at tomorrow’s Annual Meeting of Shareholders (the “Annual
Meeting”):
- Kohl’s saw its share price decline more than 9% yesterday,
which was far more than peers, resulting in the destruction of
hundreds of millions of dollars in market capitalization. We
fear some investors are selling their shares given recent publicly
disclosed voting positions of large shareholders supporting
management’s slate and how that outcome could jeopardize a credible
sale process being carried out to conclusion.
- We fear the ongoing destruction of shareholder value could
have a terrible impact on the current sale process. If the
Company’s share price drops into the mid-$40s or lower, as noted as
a possibility in a recent analyst report issued by Morgan Stanley,
we are concerned potential acquirers could use that as leverage to
modify or reduce their offers. This would be a direct threat to
shareholder value.
- We urge shareholders interested in voting for candidates
from both sides to utilize a legal proxy to vote at the Annual
Meeting. Macellum believes the market is sending all
shareholders of Kohl’s a loud and clear message about its view on
the current Board. Shareholders can take out a legal proxy card and
vote for a combination of the Company’s nominees and Macellum’s
nominees to ensure the best directors are in the boardroom. Contact
our proxy solicitor at info@saratogaproxy.com with questions.
- As a reminder, Institutional Shareholder Services Inc.
(“ISS”), a leading independent proxy advisory firm, has recommended
that 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.” 2
- ISS also noted that “[…] the company could have adopted a
universal card - as requested by the dissident in February, three
weeks before the company filed its preliminary proxy - thereby
averting this risk of unintended consequences” and that
“shareholders need to consider their degree of trust in the current
board to oversee the ongoing sale process, as well as the skills
and expertise required in a standalone scenario in case the sale
does not materialize.”
Macellum would also like to take this opportunity to thank the
California State Teachers’ Retirement System, which safeguards the
financial futures of scores of public employees, for its decision
to vote for the firm’s nominees.
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 Peers reflect retailers such as Macy's Inc. (NYSE: M) and
Dillard's Inc. (NYSE: DDS). 2 Permission to quote ISS was neither
sought nor obtained.
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For Investors: Saratoga Proxy Consulting John Ferguson / Joe
Mills, 212-257-1311 info@saratogaproxy.com For Media: Longacre
Square Partners Greg Marose / Bela Kirpalani, 646-386-0091
macellum@longacresquare.com
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