Kohl's hits back at Macellum with letter outlining strength of board

By

Benjamin Fitzgerald

Published
Apr 12, 2022

Kohl's Corp. sent out a letter to its shareholders on Monday, outlining the strength of its board of directors, hitting back at activist investor Macellum who wishes to take control of the board and sell-off the company.

In the letter, the Menomonee Falls-based Kohl’s Corp. took aim at the track record of activist investor Macellum Capital Management, who is nominating its own slate of directors for the Kohl’s board. 

The retailer advised shareholders that Macellum’s list of nominees “has inherent and dangerous flaws," adding that Jonathan Duskin, Macellum’s chief executive officer, has “a short-term approach that threatens to destroy the value of your investment.”

​​Kohl’s also highlighted the inexperience of more than half of the Macellum nominees, explaining that six of the 10 have never served on a public company board, and have no experience on a retail board for a similar size company. Meanwhile, only one nominee has technology, e-commerce or digital experience, Kohl's said.

“Additionally, half of Macellum’s slate has close professional ties to Macellum. Instead of selecting a strong, independent slate, Mr. Duskin evidently hand-picked his nominees knowing that, if elected, their proximity to Mr. Duskin would amplify his hedge fund’s short-term agenda, including a sale at any price,” the letter continued.

Kohl's, whose current board is comprised of 13 independent directors and its CEO, Michelle Gass, went on to detail to shareholders the strength of its board, urging them to reinstate the team based on retail industry expertise earned at leading U.S. companies.

"Every member of your board has extensive retail or consumer-facing industry experience from such companies as Walmart, Kroger, Burlington and Lululemon. Ten of our directors have technology, e-commerce, or digital experience from their roles as senior executives at leading retailers, making them attuned to changes in the omnichannel retail space. Additionally, twelve of our directors have marketing or brand management experience, and eight of our directors are current or former CEOs," the letter added.

Shareholders will have a chance to vote on either the Macellum or Kohl’s nominees at the company’s annual meeting in May.

​Macellum, which owns around 5.5% of Kohl’s stock, has been pressuring Kohl’s to improve performance or consider a full sale of the company, in a back-and-forth row since January.

Kohl’s has said it has acknowledged receiving indications of interest from potential buyers and engaged with at least 20 parties in a potential sale process However, Macellum has questioned whether Kohl’s and its board are committed to conducting a robust sale process.