Company Announcements

Macellum Issues Statement Regarding the Kohl’s Board’s Apparent Breach of Fiduciary Duty and Failure to Disclose Material Information Prior to 2022 Annual Meeting

NEW YORK--(BUSINESS WIRE)--May 20, 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 issued the following statement regarding the Company and its Board of Directors (the “Board”) attributable to its Managing Partner, Jonathan Duskin:

This quarter’s extremely disappointing results do not change the fact that Kohl’s is a uniquely positioned retailer with tremendous long-term opportunities to increase sales, expand margins and produce superior earnings. Based on our extensive analysis of Kohl’s and the retail sector, we can say with great conviction that yesterday’s results are simply a consequence of a weak Board and management configuration leading to a flawed strategic plan and an inability to execute. Under the right oversight and leadership that has sufficient expertise and a viable strategy, we firmly believe Kohl’s will consistently deliver superior operating and financial results.

It was alarming to learn yesterday that the current Board appears to have withheld material information from shareholders about the state of Kohl’s in the lead-up to this year’s pivotal annual meeting. We believe all of the Company’s shareholders should feel betrayed and outraged by the fact that the quarter’s massive earnings miss, reduced guidance and the imminent departures of two senior executives, who presumably supported the development of Kohl’s' three-year strategy released in March 2022, were not disclosed prior to last week’s annual meeting. If any of the current directors were aware of this material information prior to the annual meeting, their involvement in any decision to withhold the news prior to a monumental shareholder vote suggests to us a clear breach of fiduciary duty. If any of the current directors were kept in the dark and not aware of this information prior to the annual meeting, we urge this faction of the Board to retain independent counsel and begin its own investigation to understand how select directors and shareholders were so grossly misled and what recourse they have. Either way, Kohl’s should immediately appoint three of our nominees – including a shareholder representative from Macellum – to the Board to replace three long-serving incumbents. Keep in mind that Institutional Shareholder Services, Inc., a leading independent proxy advisory firm, recommended earlier this month that shareholders vote to elect multiple Macellum nominees, including former Macy's, Inc. Chief Merchandising Officer Jeff Kantor and former L Brands, Inc. Chief Financial Officer Pamela Edwards.

At this point, we believe the current Board has forfeited its right to continue to oversee Kohl’s and review offers versus the Company’s internal plan – and it should immediately commit to accepting the highest financed acquisition offer received at the conclusion of the sale process.

We are actively exploring claims against the Board and will take legal action, if necessary, to protect our interests as a major long-term shareholder and the interests of all our fellow shareholders.

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

Longacre Square Partners
Greg Marose / Casie Connolly, 646-386-0091

Source: Macellum Advisors GP, LLC