Kohl’s Board Seeks Re-Election Amid Activist Challenge

Kohl’s current board asked shareholders to vote for “all of Kohl’s highly qualified director nominees” amid a challenge from activist investors.

In a letter to shareholders, the current board members told shareholders that “your board outmatches the investor group’s nominees in key skills.”

“Kohl’s has a diverse, highly experienced Board that is actively engaged in overseeing the execution of our new strategy. Your Board is committed to ensuring company and leadership accountability for delivering growth and improved profitability,” the board members wrote. “Do not allow a group of activist hedge funds to disrupt our momentum.”

The board members also claimed that “four of five of the Activists’ nominees have no meaningful digital experience, an area now representing 40 percent of our business.”

The letter was signed by Michael Bender, Peter Boneparth, Steven A. Burd, Yael Cosset, H. Charles Floyd, Michelle Gass, Robbin Mitchell, Jonas Prising, John E. Schlifske, Adrianne Shapira, Frank V. Sica and Stephanie A. Streeter.

The news comes weeks after a published report said that a group of activist investors has nominated new directors to Kohl’s board.

The group of activist investors, who owns a large stake in the retailer, is attempting to take control of the board, according to unnamed sources in a published report.

Kohl’s said on March 2 that its fourth quarter sales dropped 10.1 percent, tempered by a 21 percent rise in its digital operations.

“Our organization has continued to navigate through the pandemic successfully. Our business is gaining momentum and our strong cash-generating model has proven resilient,” Michelle Gass, the retailer’s chief executive officer, said on a call with analysts. “Kohl’s is uniquely positioned to differentiate itself and address the active lifestyle needs of today’s families.”

As for its overall financial results at the time, Kohl’s reported adjusted diluted earnings per share of $2.22 on revenue of $6.1 billion.