The board of Kohl’s sent out a letter with its proxy materials instructing shareholders to ignore materials from a group of “activist investors” seeking to replace five members of the board.
“As you may know, a group of activist investors (the “Activists”) has recently accumulated a position in Kohl’s and is seeking five seats on our board of directors,” the company’s letter said. “Kohl’s is committed to engaging constructively with all of our shareholders and will continue to listen to the Activists. But we strongly believe that the election of the Activists’ nominees would disrupt our momentum and would not benefit our shareholders over the long term. We urge you to simply discard any White proxy card you may receive from the Activists.”
The “activist” group seeks to replace board members Steven A. Burd, Jonas Prising, John E. Schlifske, Frank V. Sica and Stephanie A. Streeter. The group initially proposed replacing nine of the 12 board members but decreased the number to five in early March.
“Rather than engaging in meaningful discussions, however, Kohl’s has tried to distract shareholders into believing our campaign is about ‘seizing control’ of the company or the board,” the investors said in a statement. “To be clear – our campaign is to construct the strongest possible board with directors who possess relevant retail, capital allocation, strategy and corporate governance expertise – and who will also serve as strong advocates for shareholders.”
