- Kohl’s Directors outmatch the Activists’ slate on relevant expertise and capabilities
- Kohl’s remains open to new ideas that could enhance shareholder value
- Kohl’s Board has overseen a fundamental transformation to accelerate growth and profitability
- Kohl’s urges shareholders to VOTE FOR ALL 12 of the Company’s highly qualified Directors on the BLUE Proxy Card today
- For more information, investors can visit www.KohlsMomentum.com
MENOMONEE FALLS, Wis. – March 31, 2021 – Kohl’s Corporation (NYSE:KSS) (“Kohl’s” or the “Company”) today mailed a letter to shareholders detailing the collective strength of its Board of Directors (the “Board”), which has been thoughtfully assembled to incorporate the full range of skills and capabilities required to oversee Kohl’s continued momentum.
Kohl’s urges shareholders to protect the value of their investment by voting the BLUE proxy card today FOR ALL 12 of Kohl’s highly qualified nominees. The Company’s Annual Meeting of Shareholders (the “Annual Meeting”) is scheduled to be held on May 12, 2021. Kohl’s shareholders of record as of the close of business on March 24, 2021 will be entitled to vote at the Annual Meeting.
The full text of the letter to shareholders follows.
***
PROTECT THE VALUE OF YOUR INVESTMENT IN KOHL’S – VOTE THE BLUE PROXY CARD TODAY FOR ALL OF KOHL’S HIGHLY QUALIFIED DIRECTOR NOMINEES
Dear Fellow Shareholder,
Your Company’s Board of Directors has overseen a transformation of Kohl’s including the development of our new strategy, which is producing positive results. Since we announced our new strategy in October 2020, we have generated clear business momentum, which has resulted in stock price appreciation of more than 200%, exceeding the S&P 500 by more than 190%.
Simply put, Kohl’s Board, working closely with management, has acted decisively to put the Company on a new trajectory to enhance value for shareholders.
Based on the strength of our performance, your Board recently announced the reinstatement of the Company’s quarterly dividend and our share repurchase program, both of which had been temporarily suspended at the outset of the COVID-19 pandemic.
Kohl’s has a diverse, highly experienced Board that is actively engaged in overseeing the execution of our new strategy. Your Board is committed to ensuring company and leadership accountability for delivering growth and improved profitability.
Do not allow a group of activist hedge funds to disrupt our momentum. Please support the Board that has overseen your Company’s recent outperformance by voting your BLUE proxy card TODAY—by telephone, over the Internet or by signing, dating and returning your enclosed BLUE proxy card.
STRONG BOARD WITH RELEVANT AND COMPLEMENTARY SKILLSETS
YOUR BOARD HAS OVERSEEN A FUNDAMENTAL TRANSFORMATION TO ACCELERATE GROWTH AND PROFITABILITY
Amidst profound changes that are continuing to reshape the retail industry, your Board has acted decisively to ensure Kohl’s is adapting to win in the marketplace, including by:
- Overseeing a successful leadership transition, starting with the appointment of Michelle Gass, our CEO, who has extensive industry expertise, and subsequently supporting the appointment of a new CFO with significant retail expertise. The Board also supported other significant additions to the executive leadership team, each of whom brings deep experience across digital, technology, and retail;
- Providing oversight for significant, targeted investment in our omnichannel and supply chain capabilities, as well as our store and e-commerce experiences to strengthen our competitive positioning;
- Overseeing significant enhancements in our category mix and brand portfolio and supporting new innovative partnerships, such as Sephora and Amazon;
- Refreshing the Board’s skills and perspectives with a focus on e-commerce, retail and consumer experience; and
- Supporting the fundamental transformation of the Company, culminating in our new strategic plan, announced in October 2020, with the goal of accelerating revenue growth and enhancing long-term profitability.
KOHL’S BOARD HAS THE RIGHT SKILLS AND EXPERIENCE TO DRIVE GROWTH
YOUR BOARD OUTMATCHES THE INVESTOR GROUP’S NOMINEES IN KEY SKILLS
Your Board has the right skills and experience to drive continued momentum. The Activist slate, in contrast, lacks key skills and expertise critical for Kohl’s. For example, four of five of the Activists’ nominees have no meaningful digital experience, an area now representing 40% of our business.
Kohl’s Board has broader and deeper experience, while the Activist Investors’ slate has overseen significant value destruction, including four companies which filed for bankruptcy.
VOTE THE BLUE PROXY CARD TODAY TO PROTECT THE VALUE
OF YOUR INVESTMENT
Visit www.kohlsmomentum.com for more information.
We look forward to engaging with you as the Annual Meeting approaches. As always, we appreciate your investment in Kohl’s, and we thank you for your time and consideration.
Very truly yours,
Michael Bender Yael Cosset
Peter Boneparth H. Charles Floyd
Steven A. Burd Michelle Gass
Robbin Mitchell Frank V. Sica
Jonas Prising Stephanie A. Streeter
John E. Schlifske
Adrianne Shapira
About Kohl’s
Kohl’s (NYSE: KSS) is a leading omnichannel retailer. With more than 1,100 stores in 49 states and the online convenience of Kohls.com and the Kohl's App, Kohl's offers amazing national and exclusive brands at incredible savings for families nationwide. Kohl’s is uniquely positioned to deliver against its strategy and its vision to be the most trusted retailer of choice for the active and casual lifestyle. Kohl’s is committed to progress in its diversity and inclusion pledges, and the company's environmental, social and corporate governance (ESG) stewardship. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohl’s impact in the community or how to join our winning team, visit Corporate.Kohls.com or follow @KohlsNews on Twitter.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “strategy,” “preliminary,” “plans,” or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause the Company's actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, our ability to execute on and realize the benefits of our strategic plan, market conditions beyond our control, including the ongoing and evolving impact of the COVID-19 pandemic, that may negatively impact our stock price vis-à-vis industry analyst expectations and the risks described more fully in Item 1A in the Company's Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in the Company's filings with the SEC. Forward-looking statements relate to the date initially made, and Kohl’s undertakes no obligation to update them.
Contacts
Investor Relations: Mark Rupe, (262) 703-1266, mark.rupe@kohls.com
Media: Jen Johnson, (262) 703-5241, jen.johnson@kohls.com
Lex Suvanto, (646) 775-8337, lex.Suvanto@edelman.com
