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:
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,
Macellum Urges Shareholders to See Through Any Spin About “Unintended Consequences” and Recognize That the
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 Duskinand Francis Ken Duaneis 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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1 Permission to quote ISS was neither sought nor obtained.
2 Permission to quote Egan-Jones was neither sought nor obtained.