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Activist Macellum seeks to take control of Kohl’s board, nominates 10


Customers leave a Kohl’s store on November 12, 2015 in San Rafael, California.

Justin Sullivan | Getty Images News | Getty Images

Activist group Macellum has amplified the pressure on Kohl’s as it seeks to take control of the retailer’s board by nominating 10 directors.

Macellum, led by Jonathan Duskin, has criticized Kohl’s for not performing as well as it could in recent years. Last month, it called for the company to consider selling itself.

Kohl’s responded by saying Macellum’s efforts are “unjustified and counterproductive.”

“We are optimistic about significant value creation in both the near and long term as a result of our transformational strategy,” Kohl’s said in a statement.

This is the second time that Macellum has nominated directors at Kohl’s. Last year, it pushed Kohl’s to expand its 11-member board by three directors.

Earlier this month, Kohl’s rejected two takeover offers that it said undervalued its business, and it also adopted a “poison pill” plan to avoid a hostile takeover. Duskin said Thursday that, “it seems to us the board is doing everything in its power to chill a normal-course sale process and quell interest from other bidders during what we view as a unique window of opportunity.”

He also said that reports have been circulating about Kohl’s jet recently flying to Seattle, where Amazon is headquartered.

Kohl’s has said it formed a finance committee, comprised exclusively of independent directors, to lead an ongoing review of any future expressions of interest in the company. It is also working with bankers at Goldman Sachs and PJT Partners on those efforts.

Macellum, however, doesn’t believe Kohl’s is serious enough about those efforts.

“We also doubt that the board has been directing its bankers to aggressively canvass the market and initiate substantive conversations with additional suitors,” said Duskin.

On Macellum’s list of nominees are: Duskin; George Brokaw, a former investment banker; Francis Duane, a former vice president at PVH Corp..; Pamela Edwards, chief financial officer of Citi Trends; Stacy Hawkins, a vice dean at Rutgers Law School; Jeffrey Kantor, a former Macy’s executive; Perry Mandarino, co-head of investment banking at B. Riley Securities; Cynthia Murray, former president of Chico’s; Kenneth Seipel, former vice president of stores at Old Navy; and Craig Young, who has experience in real estate private equity.

Kohl’s shares rose less than 1% in early trading, having risen about 25% year to date.

Read the full letter from Macellum here and the response from Koh’s here.


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