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05/11/2022

Kohl’s Investors Reject Pressure to Overhaul Board

Kohl’s announced the outcome of the retailer’s 2022 Annual Meeting of Shareholders, based on a preliminary vote count. Uncover the latest in Kohl's ongoing story.
Jamie Grill-Goodman
Senior Editor
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Kohl’s shareholders voted to reelect all thirteen of its current board directors, despite activist group Macellum Capital Management’s bid to overhaul the board, the department store retailer said.

Kohl’s announced, based on a preliminary vote countfollowing 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.

“We would like to thank our shareholders for their support throughout this proxy contest,” said Peter Boneparth, chairman of the board. “While we have had differences with Macellum, this board is committed to serving the interests of all our shareholders. The board remains focused on running a robust and intentional review of strategic alternatives while executing our strategy to drive shareholder value. We appreciate the feedback we have received from our shareholders over the past several months and look forward to engaging with them further.

“We are especially thankful to Kohl’s associates, who have continued to execute on our strategy and focus on customers during this process. Kohl's has a bright future ahead.”

Kohl’s urged its shareholders back in March to vote for its board nominees at its annual meeting. The department store retailer came under fire from Macellum, which holds nearly 5% of the outstanding common shares of Kohl’s, when it issued an open letter to its fellow shareholders and later nominated 10 directors, which would have given it control of Kohl’s board if elected. In Kohl’s letter to shareholders, the company didn’t hold back, stating that Macellum is attempting to take control of the board with an “inexperienced, unqualified slate.” The retailer pointed out that six of the ten nominees “have never served on a public company board, and none have served on a retail company board of comparable size to Kohl’s.”

Amid this news, a potential buyout of the retailer looms. Goldman Sachs, at the direction of the Kohl’s board, is continuing its due diligence, which according to Forbes, includes engagement with “over 25 parties” some of whom have put forward preliminary, non-binding proposals for the purchase of Kohl’s.

[See more: Is Kohl’s Getting Closer to a Sale?]

In addition to the re-election of directors, Kohl’s shareholders also ratified the appointment of Ernst & Young as the Company’s independent registered public accounting firm for fiscal year 2022. Investors also approved an advisory resolution on the compensation of the company’s named executive officers reported in the company’s 2022 proxy statement.

The voting results announced are considered preliminary until final results are tabulated and certified by the independent Inspector of Elections.

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