May 19, 2022

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Cole shareholders vote to keep directors despite campaigner pressure

Cole shareholders vote to keep directors despite campaigner pressure

The Kohl logo is displayed on the outside of Kohl’s store on January 24, 2022 in San Rafael, California.

Justin Sullivan | Getty Images

kohl Shareholders have voted to re-elect the company’s current slate of 13 directors to the board, as the retailer faced growing pressure from activists for an overhaul, the company announced Wednesday.

The annual meeting of Kohl’s shareholders was held as an active Macellum Advisors He was lobbying for Kohl’s to renew its directors’ slatearguing that the company has performed poorly in recent years compared to other retailers.

Macellum argued that efforts by Michael Gass, CEO of Kohl’s, such as collaborating with cosmetic retailer Sephora or Ornamentation with Amazon On the return program, it was not enough.

In February, Macellum nominated 10 directors, including CEO Jonathan Doskin. The activist was also lobbying Kohl’s to sell itself and sell and lease back some of its properties to take advantage of additional capital.

Kohl’s has opposed resale and leaseback deals, but the retailer has tapped bankers at Goldman Sachs to evaluate bids. kohl It confirmed in March that it had received several initial bids After rejecting an offer from Starboard-backed Acacia Research, at $64 a share, It was considered too low.

Kohl’s shares closed Tuesday at $49.39, compared to a 52-week high of $64.80. The stock was down more than 1% in early trading on Wednesday.

Ahead of Wednesday’s vote, major proxy consulting firms were divided on their recommendations. Institutional Shareholder Services, or ISS, has backed Macellum, while Glass Lewis said the best service to shareholders is to support Kohl’s current board of directors.

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This isn’t the first time Macellum has put pressure on Kohl’s either. the two Make a deal in April 2021 to add managers From a list a group of activists, including McCollum, had been lobbying for. Cole also appointed an independent director with the support of activists.

“It remains focused on conducting a robust and deliberate review of strategic alternatives,” said Cole Chairman Peter Bonbarth.

“While we have had differences with Macellum, this board is committed to serving the interests of all of our shareholders,” he said.

And while Macellum did not win the vote, the activist company says it will not remain silent.

“I think the vote was a referendum on a sale, and the people who voted for the company bought into the narrative that any changes to the board of directors in the middle of that process could disrupt the process,” Doskin told CNBC.

“The vote for the company was a vote to sell a company,” he said. “We are not going away.”

—Courtney Reagan of CNBC contributed to this report.