Activist investor group Macellum Advisors GP LLC has named the slate of 10 board members that it will nominate at Kohl’s Corp.’s KSS, -0.86% next investor day, scheduled for March 7, including Stacy Hawkins, a Rutgers Law School educator and diversity consultant; Jeffrey Kantor, former Macy’s Inc. M, +0.52% executive with 40 years of retail experience; and Perry Mandarino, co-head of investment banking, head of restructuring and senior managing director of B. Riley Securities, Inc. In a lengthy letter, Macellum Managing Partner Jonathan Duskin criticized the poison pill that Kohl’s put in place last week, and once again noted the department store retailer’s ongoing “underperformance.” Duskin is also one of Macellum’s nominees. Macellum also suggested that Kohl’s has paid a visit to Amazon.com Inc. AMZN, -0.59% “With reports now swirling about the Company’s jet recently flying to Seattle, Washington, where Amazon is headquartered, we hope the incumbents are not losing sight of their fiduciary duties,” the letter said. “We need to question whether the Board is fully cognizant of its obligations given it has yet to announce the Company will run an open, fair and fulsome process to evaluate all potential offers that could maximize value for shareholders.” Kohl’s has rejected the buyout offers it received. Company executives maintain that Kohl’s is on a turnaround path. In a follow up letter, Kohl’s also called Macellum’s criticism of the buyout offer rejections “disingenuous.” “Macellum has on multiple occasions stated publicly that Kohl’s is worth ‘at least $100 per share,'” the letter said. Kohl’s also notes that Macellum had a say over who is on the board currently. “Kohl’s appointed two of Macellum’s designees, along with an additional mutually agreed upon designee, to its Board pursuant to the 2021 settlement agreement with Macellum and certain other shareholders. All members of the Kohl’s Board, other than its CEO, are independent,” Kohl’s letter says. The stock has run up 23.3% over the last year. The ProShares Decline of the Retail Store ETF EMTY, -0.25% is down 19.5%. And the S&P 500 index SPX, -0.38% has gained 17% over the last 12 months. Kohl’s is scheduled to report fourth-quarter results on March 1, according to FactSet.
