- The group of activist investors looking to seize control of Kohl's board reduced the number of directors that it plans to nominate, to five from nine. Kohl's has a 12-member board.
- Kohl's was quick to reject the initial proposal late last month, arguing it would disrupt the momentum that the retailer has seen in its business.
- The activist group — which has a combined 9.5% stake in Kohl's — said it is convinced that "without significant board change, Kohl's will continue to miss the mark with its customers."
The group of activist investors looking to seize control of Kohl's board has reduced the number of directors that it plans to nominate, to five from nine.
In a letter sent to the retailer's shareholders Thursday morning, the group — which has a combined 9.5% stake in Kohl's — said it originally nominated nine candidates "in hopes of working constructively with the board to choose from a large pool of candidates to construct a well-balanced board."
But Kohl's was quick to reject the initial proposal late last month, arguing it would disrupt the momentum that the retailer has seen in its business. On Tuesday, Kohl's published a new presentation for investors, highlighting its recent progress and plans to boost sales and profitability, hinging on key initiatives in beauty and activewear. It further emphasized that the dozen members of its current board have deep retail experience, including four directors who are either current or former retail CEOs.
The group of investors — Macellum Advisors, Ancora Holdings, Legion Partners Asset Management and 4010 Capital — said Thursday that, "in the absence of meaningful progress towards a resolution," it has revised its proxy campaign to nominate just five individuals to Kohl's board, which would replace five incumbents including the board's current chair Frank Sica.
The five nominees are Macellum Chief Executive Jonathan Duskin, former Denny's Chief Marketing Officer Margaret Jenkins, former Macy's Chief Merchandising Officer Jeffrey Kantor, former Burlington CEO Thomas Kingsbury, and former Chico's President Cynthia Murray.
In a statement issued Thursday afternoon, Kohl's said its current board members "outmatch the activist investors' slate of nominees on relevant experience."
"Regardless of whether the activists are nominating five or nine directors, their capabilities and track records simply do not measure up," the company said. "Shareholders should reject the efforts of this slate to impose short-termism and financial engineering."
Kohl's added that it has held a number of meetings with the activists and is slated to engage with them again next week.
Kohl's shares were up about 1% in premarket trading. The retailer's stock has risen more than 80% over the past 12 months. Kohl's has a market cap of $9.02 billion, which is bigger than Nordstrom's and Macy's.