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Kohl’s Corporation (NYSE: KSS) (“Kohl’s” or the “Company”) today announced that it has entered into a settlement agreement with Macellum Advisors GP, LLC, Ancora Holdings, Inc., Legion Partners Asset Management, LLC, and 4010 Capital, LLC (collectively, the “Investor Group”), which collectively own 9.3% of Kohl’s outstanding common stock, including options.
As part of the agreement, two new independent directors nominated by the Investor Group, Margaret Jenkins and Thomas Kingsbury, will join the Kohl’s Board of Directors (the “Board”), as of the close of the 2021 Annual Meeting of Shareholders. An additional independent director identified by Kohl’s, and agreed to by the Investor Group, Christine Day, will join the Board at the same time.
“We are pleased to further strengthen our Board with the addition of Christine, Margaret and Tom as part of our continued refreshment process” said Kohl’s Chairman Frank Sica. “Today’s agreement reflects our Board’s ongoing dialogue with our shareholders and our commitment to maximizing long-term value for all stakeholders. We welcome the new directors and look forward to their perspectives as we continue to execute Kohl’s growth strategy.”
Kohl’s CEO Michelle Gass said, “I look forward to working with our newly expanded Board to further advance our transformative strategy and deliver results for shareholders. Amidst ongoing industry disruption and evolving consumer trends, we are uniquely positioned to build on our momentum and accelerate growth and profitability.”
The Investor Group stated: “These new directors are all proven leaders in retail who will add valuable expertise to the Board. We are pleased to have been able to reach this constructive resolution with the Company, and we are confident these changes will help further our shared goal of creating long-term value for shareholders. We are excited for the future at Kohl’s.”
Additionally, the Company announced that it received notice from Steve Burd that he will retire from the Board at the end of August 2021, and from Frank Sica that he will retire from the Board next year in connection with the Company’s 2022 Annual Meeting of Shareholders.
Also, as part of the agreement:
*The Board’s existing ad hoc finance committee will become a standing Finance Committee of the Board, which Thomas Kingsbury will join. The purpose of the Committee will include assisting the Board on its oversight of capital allocation decisions made by the Company.
*The Board expanded its existing share repurchase authorization to $2 billion. Similar to past practices, the authorization may be utilized to repurchase shares at the Company’s discretion, subject to market conditions and other factors.
The Investor Group will not be submitting WHITE Proxy Cards for tabulation for the 2021 Annual Meeting of Shareholders and encourages stockholders to submit a BLUE proxy card in support of the Board’s recommendations on each proposal. All votes previously submitted on WHITE proxy cards (whether with respect to withdrawn directors or other agenda matters) will be disregarded in entirety.
The Investor Group has also agreed to abide by certain customary standstill provisions until 30 days prior to the close of the nomination window for the Company’s 2022 Annual Meeting of Shareholders.