Kohl’s Responds to Director Nominations from Macellum Advisors; Company Reaffirms Commitment to Maximize Value for All Shareholders
Kohl’s Corporation issued the following statement regarding Macellum Advisors GP, LLC’s announcement of its nomination of directors for election to the Kohl’s Board of Directors at the Company’s 2022 Annual Meeting of Shareholders: Kohl’s believes Macellum’s effort to take control of the Board is unjustified and counterproductive. Kohl’s appointed two of Macellum’s designees, along with an additional mutually agreed upon designee, to its Board pursuant to the 2021 settlement agreement with Macellum and certain other shareholders. All members of the Kohl’s Board, other than its CEO, are independent. Macellum’s claim that Kohl’s Board is not equipped to evaluate sale opportunities is groundless. The Board designated its Finance Committee, which is comprised entirely of independent directors, was formed pursuant to the settlement with Macellum and includes one of Macellum’s 2021 designees, to lead the review of any expressions of interest. Additionally, the Company and the Board have engaged financial advisors, including Goldman Sachs and PJT Partners, and have asked Goldman Sachs to engage with interested parties. Furthermore, Macellum’s claim to be “disappointed and shocked” by Kohl’s rejection of the previously disclosed expressions of interest is disingenuous. Macellum has on multiple occasions stated publicly that Kohl’s is worth “at least $100 per share.”