Activist investor Macellum Advisors has nominated a slate of 10 independent candidates for the Kohl’s Board of Directors as the firm continues pressuring Kohl’s to seek strategic alternatives for its business. Macellum has questioned the retailer’s recent decisions, including the rejection of two acquisition offers and the adoption of a poison pill to prevent hostile takeovers.
“In our view, any directors that support such patently anti-shareholder maneuvers cannot be trusted to credibly evaluate potentially value-maximizing alternatives versus management’s perpetually ineffective plans,” said Macellum in a letter sent to shareholders.
The investor, which holds a 5% stake in Kohl’s, doubted that the “prospective acquirers were given adequate consideration or enough access to management, data rooms and information required to inform upward adjustments to bids.” Macellum noted that Sycamore Partners’ and Acacia Research’s bids “included sizable premiums” and that Kohl’s quick rejection “suggests it is no longer operating with impartiality and objectivity.”
Macellum stated that this is a “unique window of opportunity” for the retailer to pursue a sale. The activist investor cited Kohl’s poor performance in recent years and cast doubt on the retailer’s ability to turn its fortunes around on its own.
Advertisement
“Keep in mind that Kohl’s has not generated same-store sales growth for a decade,” said Macellum. “After failing to grow sales versus 2019, when trillions of government stimulus had been pumped into the economy and multiple competitors shut down, we certainly do not trust current leadership to deliver on any long-term targets set next month. We are equally skeptical of any attempts by leadership to rationalize the balance sheet and monetize real estate.”
The slate of advisors was created to “bring fresh viewpoints and open minds to the Board,” according to Macellum. Some of the nominated advisors include:
- George Brokaw, former Managing Director (Mergers & Acquisitions) at Lazard Frères & Co. LLC, whose experience could help in pursuit of a successful acquisition;
- Francis Ken Duane, former CEO of Heritage Brands and former President of IZOD, who could leverage three decades of retail experience to help achieve greater operational efficiency;
- Stacy Hawkins, Vice Dean of Rutgers Law School, whose experience as an independent diversity and employment practices consultant could help the retailer boost diversity in senior management; and
- Jonathan Duskin, CEO of Macellum, who would bring capital markets acumen, retail sector investing experience and independent shareholder perspectives to the role.
The revised board would significantly shake up the strategy Kohl’s is currently pursuing. “This means evaluating sale opportunities relative to a new strategic, operational and financial plan for pursuing market share growth and enhanced earnings,” said Macellum. “After more than two decades of stagnation at Kohl’s, it is long past time for a reconstituted Board to have an opportunity to pursue superior value.”
Macellum was part of a group of investors that pushed for a new board in early 2021, which ultimately resulted in the election of three new directors (compared to the nine initially proposed).
