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Kohl’s Fends Off Activist Macellum’s Bid to Overhaul Board

Kohl's department store exterior in Minneapolis, United States
Kohl’s shareholders voted against all 10 directors nominated by Macellum, according to a preliminary tally, the retailer said in a statement. (Shutterstock)

Activist investor Macellum Capital Management’s bid to overhaul the board of Kohl’s Corp. was rejected by investors on Wednesday.

Kohl’s shareholders voted against all 10 directors nominated by Macellum, according to a preliminary tally, the retailer said in a statement. Macellum wasn’t immediately available to comment.

The results are a blow to the hedge fund, which has a Kohl’s stake of about 5 percent and has been pressuring the company for two years to overhaul its board or sell itself. The fund has lodged various complaints against the company, arguing that Kohl’s has lagged behind competitors and lacks an effective growth strategy.

“The Board remains focused on running a robust and intentional review of strategic alternatives while executing our strategy to drive shareholder value,” Kohl’s chairman Peter Boneparth said in a statement.

Shares of the Menomonee Falls, Wisconsin-based retailer fell 0.9 percent at 9:57 a.m. New York time. Bloomberg News reported the vote result earlier Wednesday, citing people familiar with the situation.

The company’s stock-market underperformance has garnered attention from numerous unsolicited suitors. Kohl’s said it has rejected takeover offers because they undervalued the company. Acacia Research Corp., the Starboard-backed suitor, had offered $64 a share, or about $9 billion.

Kohl’s shares had declined 23 percent through Tuesday since reaching a 52-week high of $64.06 nearly a year ago.

Macellum’s nominees to the 13-member board included Kenneth Seipel, a former vice president of Old Navy, and Jeffrey Kantor, a former Macy’s executive.

Kohl’s said Macellum’s nominees lacked retail experience. Six new directors have been added to the board in the last three years, including three as part of a 2021 settlement with Macellum and other shareholders. Kohl’s also said Macellum was pushing “for a hasty sale at any price.”

Some critics argue that Michelle Gass, the company’s chief executive officer, has failed to turn the company around since taking over four years ago. Like many retailers, Kohl’s has struggled with supply-chain issues in recent months.

The retailer has sought to drive sales by expanding its athletic wear and forming partnerships with Sephora and Amazon.

By Scott Deveau and Allison Nicole Smith

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