Kohl’s Shareholders Reject Activist Investor Macellum’s Board Takeover Attempt in Annual Meeting

Kohl’s shareholders have voted to reelect the company’s 13 directors to its board, following a months-long battle with an activist investor rallying for an alternate outcome.

Macellum Advisors, which owns nearly 5% of shares at Kohl’s, said in February that it would nominate 10 candidates for election to the company’s board of directors at the annual shareholder meeting on May 11. Since then, the investor has called out Kohl’s for mismanagement and has continuously asked shareholders to elect its own director candidates to the board.

According to a preliminary vote count at the company’s 2022 annual meeting of shareholders, Macellum’s proposal has been rejected.

“We would like to thank our shareholders for their support throughout this proxy contest,” said Kohl’s chairman Peter Boneparth. “While we have had differences with Macellum, this board is committed to serving the interests of all our shareholders. The board remains focused on running a robust and intentional review of strategic alternatives while executing our strategy to drive shareholder value. We appreciate the feedback we have received from our shareholders over the past several months and look forward to engaging with them further.”

Kohl’s previously pushed back on Macellum’s campaign to add new directors to the retailer’s board, calling Macellum’s nominees an “unqualified slate” and pointing out that six out of 10 of their nominees had never served on a public company board.

Macellum Advisors has previously expressed skepticism about the future of Kohl’s, given its current board of directors and performance compared to retail peers. The investor asked Kohl’s to consider taking an offer to sell its business and has urged Kohl’s to disclose details related to bids from potential buyers and how the process is being managed by Goldman Sachs, the company’s financial advisor.

In late March, Kohl’s confirmed that it was weighing offers from multiple parties that were interested in purchasing the company. Kohl’s said in a letter to shareholders that it has engaged with over 20 parties. These proposals, Kohl’s said, are non-binding and without financial commitment.

One of the rumored bids was from Saks Fifth Avenue parent company Hudson’s Bay Co. Private equity firm Sycamore was also rumored to be in the mix of potential buyers.

The owners of department store chain JCPenney also reportedly made a recent offer to acquire Kohl’s. According to a report in the New York Post, the proposed deal comes from Simon Property and Brookfield Asset Management, the two entities that bought JCPenney out of bankruptcy in 2020 for $1.75 billion. The deal values Kohl’s at more than $8.6 billion, or $68 per share.

Kohl’s also reportedly received a takeover bid from Franchise Group, the owner and operator of retail chains such as The Vitamin Shoppe, Buddy’s Home Furnishings, and Pet Supplies Plus. The company reportedly placed a $9 billion offer to acquire the retail chain.

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