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Kohls Corp

Egan-Jones Joins ISS in Recommending Kohl's Shareholders Vote for Boardroom Change on Macellum's WHITE Proxy Card

Independent Proxy Advisory Firm Egan-Jones Recommends Shareholders Vote to Elect Four Macellum Nominees: Francis Ken Duane, Jonathan Duskin, Jeffrey Kantor and Pamela Edwards

Follows Leading Independent Proxy Firm ISS Also Finding Macellum Has Made a Compelling Case for Change and Recommending for Multiple Macellum Nominees

As a Reminder, ISS Noted “Some Shareholders May Consider the Addition of Macellum’s CEO, Jonathan Duskin, to the Board as a Net Positive Given his Direct Ownership Stake and Substantial Experience in the Retail Sector"

Macellum Urges Shareholders to See Through Any Spin About “Unintended Consequences” and Recognize That the Only Way to Guarantee Incremental Boardroom Change is Effectuated is by Voting on the WHITE Proxy Card

NEW YORK--(BUSINESS WIRE)--May 9, 2022-- Macellum Advisors GP, LLC (together with its affiliates, “Macellum” or “we”), a long-term holder of nearly 5% of the outstanding common shares of Kohl’s Corporation (NYSE: KSS) (“Kohl’s” or the “Company”), today announced that Egan-Jones Proxy Services (“Egan-Jones”), an independent proxy advisory firm, has recommended that the Company’s shareholders vote for boardroom change on the WHITE proxy card. In particular, Egan-Jones supports the addition of four Macellum nominees – Francis Ken Duane, Jonathan Duskin, Jeffrey Kantor and Pamela Edwards – to the Company’s Board of Directors (the "Board").

Last week, Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, also recommended that the Company’s shareholders vote for boardroom change on Macellum’s WHITE proxy card. ISS supports the addition of two Macellum nominees – Jeffrey Kantor and Pamela Edwards – to Kohl's' Board. ISS also stated that “some shareholders may consider the addition of Macellum’s CEO, Jonathan Duskin, to the Board as a net positive.”1

In its report, Egan-Jones validates a case for boardroom change by noting the following:2

  • “Despite the addition of the dissident shareholders’ two nominees in the previous campaign, in our view, Kohl’s board has failed to be aggressive in improving its status quo of underperformance.”
  • “In our view, the board’s lack of commitment to value creation hinders the opportunities for growth and consideration of strategic alternatives that could be in the best interests of the Company and its shareholders.”
  • “In our view, Kohl’s entrenched board must be liable to the Company’s history of underperformance.”
  • “Despite the clothing industry’s growth from 2011-2021, Kohl’s remained to have an upsetting financial performance compared to its peers. Kohl’s EBIT from 2011 to 2021 has declined 22% and EBIT has underperformed its Retail Peer average by 128%.”
  • “We believe that the incumbent board has failed to ensure that the interests of the key individuals are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the Company and will be consistent with the "pay-for-performance" principle.”
  • “Given the right mix of experience in retail, mergers and acquisitions and corporate governance, we believe that the election of Jeff Kantor, Pamela Edwards, Jonathan Duskin and Francis Ken Duane is in the best interests of the Company and its shareholders.”
  • “In our view, there is an urgent need for change in the board room to cease the trend of underperformance and instead, focus on unlocking shareholder value.”

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VOTE THE WHITE PROXY CARD TO ELECT MACELLUM’S ALIGNED AND EXPERIENCED SLATE.

LEARN MORE ABOUT MACELLUM’S SLATE HERE: WWW.KEEPKOHLSACCOUNTABLE.COM/NOMINEES

CONTACT INFO@SARATOGAPROXY.COM WITH QUESTIONS ABOUT YOUR PROXY AND HOW TO VOTE.

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About Macellum

Macellum Capital Management is an activist investment firm, with deep expertise in the retail and consumer sectors, founded in 2009 by Jonathan Duskin. Macellum invests in undervalued companies that it believes can appreciate significantly in value as a result of a change in corporate strategy or improvements in operations, capital allocation or corporate governance. Macellum’s investment team, advisors and network of industry experts draw upon their extensive strategic, operating and boardroom experience to assist companies in designing and implementing initiatives to improve long-term shareholder value. Macellum prefers to constructively engage with management to improve its governance and performance for the benefit of all stockholders. However, when management is entrenched, Macellum has run successful proxy contests to effectuate meaningful change. Macellum has run successful election contests to effectuate meaningful change at many companies, including at The Children’s Place Inc., Citi Trends, Inc., Bed Bath and Beyond and Big Lots, Inc. Learn more at www.macellumcapitalmanagement.com.

1 Permission to quote ISS was neither sought nor obtained.
2 Permission to quote Egan-Jones was neither sought nor obtained.

For Investors:

Saratoga Proxy Consulting
John Ferguson / Joe Mills, 212-257-1311
info@saratogaproxy.com

For Media:

Longacre Square Partners
Greg Marose / Bela Kirpalani, 646-386-0091
macellum@longacresquare.com

Source: Macellum Advisors GP, LLC