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05/20/2022

Kohl’s Drama Continues on Heels of Disappointing Quarter

Jamie Grill-Goodman
Senior Editor
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"We continue to expect our business to improve as the year progresses, with growth in the second half as we benefit from the roll out of 400 additional Sephora stores, enhanced loyalty rewards and further investment in stores," said CEO Michelle Gass.

In a rough week for retail, Kohl’s Corp. had its own drama to contend with.

The department store retailer posted a disappointing first quarter, announced the departure of executives, and minority shareholder Macellum Advisors announced it’s considering legal action against the board.

[See also: Walmart Doubles Down on Data Monetization and Retail Media, Battles Inflation]

During its Q1 2022, Kohl’s Corp. followed positive low-single-digit same-store sales through late March with what it  called a “considerable” weakening of sales in April, as it encountered macro headwinds related to lapping last year’s stimulus and an inflationary consumer environment. Net sales and same-store sales declined 5.2% for the quarter compared to the same quarter a year earlier, while total revenue fell 4.4% to $3.71 billion from $3.89 billion, and Kohl’s updated its full-year 2022 financial outlook (Learn more in sister publication CSA).

“The year has started out below our expectations,” CEO Michelle Gass said in a statement.

“We remain committed to our long-term strategy and are encouraged that our updated store experience, with Sephora at Kohl’s shops, delivered positive comparable store sales across these 200 locations for the quarter. We continue to expect our business to improve as the year progresses, with growth in the second half as we benefit from the roll out of 400 additional Sephora stores, enhanced loyalty rewards, and further investment in our stores.”

Kohl’s has received multiple preliminary indications of interest to purchase the department store chain since the beginning of the year. Kohl’s board authorized Goldman Sachs to coordinate with select bidders to assist with further due diligence, and, as previously announced, the Finance Committee of the Board is leading the ongoing review of any expressions of interest.

“Regarding our review of strategic alternatives, we continue to engage with multiple interested parties,” said Gass. “We have formally communicated the specific procedures for the submission of actionable bids due in the coming weeks. We continue with our detailed diligence phase and are pleased with the number of parties who recognize the value of our business and plan.”

Macellum Makes a Statement, Kohl's Names Interim Execs

Earlier this month, Kohl’s shareholders voted to reelect all thirteen of its current board directors, despite activist group Macellum’s bid to overhaul the board. Kohl’s announced, based on a preliminary vote count following the retailer’s 2022 Annual Meeting of Shareholders, investors voted against all 10 directors nominated by Macellum, which sought to take control of Kohl’s board and owns roughly 5% of the retailer's shares.

Macellum Advisors GP, LLC, issued a statement in which it said it’s considering legal action against the board for waiting until after the retailer’s annual shareholder meeting to disclose its first-quarter earnings miss, reduced full-year guidance and the departure of two executives.

Kohl’s said in a filing with securities regulators that two of its top executives are leaving.

In the filing, Kohl’s said the retailer’s chief marketing officer Greg Revelle, will be departing the company effective June 1, 2022. The retailer also said its chief merchandising officer Doug Howe is departing the Company effective immediately.

Christie Raymond, currently marketing executive vice president of customer engagement, media, and analytics, will serve as Kohl’s interim chief marketing officer, effective immediately, Gass said during the retailer’s earnings call. Also effective immediately, Ron Murray, a long tenured Kohl's and retail merchandising executive, will serve as interim chief merchandising officer.

“Christie, with both her Kohl's and Disney experience, brings a deep understanding of the customer and continues to play a key leadership role in our marketing evolution,” Gass noted. “Ron has led many strategic initiatives at the company, including active and digital merchandising and is currently driving the transformation in women's,” she added.

Macellum noted the news in its statement to shareholders.  

“We believe all of the company’s shareholders should feel betrayed and outraged by the fact that the quarter’s massive earnings miss, reduced guidance and the imminent departures of two senior executives, who presumably supported the development of Kohl’s' three-year strategy released in March 2022, were not disclosed prior to last week’s annual meeting,” it read.  

The minority shareholder claimed the current board has forfeited its right to continue to oversee Kohl’s and review offers versus the company’s internal plan – and should immediately commit to "accepting the highest financed acquisition offer received" at the conclusion of the sale process.

During the earnings call, Gass noted Kohl’s continues to engage with multiple interested parties.

“As we've described, they are working to prepare fully financed binding proposals,” she said. “At this point, we have formally communicated to the multiple parties in our process the specific procedures for the submission of actionable bids due in the coming weeks.

“We continue with our detailed diligence phase and are pleased with the number of parties who recognize the value of our business and plan. We'll update the market when it's appropriate to do so. While all these circumstances have put some stress on our team, I'm incredibly proud of the resilience and perspective that our associates and leaders have demonstrated during this time."