UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☒ | Definitive Additional Materials |
☐ | Soliciting Material Under Rule 14a-12 |
KOHL’S CORPORATION |
(Name of Registrant as Specified in Its Charter) |
MACELLUM BADGER FUND, LP MACELLUM BADGER FUND II, LP MACELLUM ADVISORS, LP MACELLUM ADVISORS GP, LLC JONATHAN DUSKIN GEORGE R. BROKAW FRANCIS KEN DUANE PAMELA J. EDWARDS STACY HAWKINS JEFFREY A. KANTOR PERRY M. MANDARINO CYNTHIA S. MURRAY KENNETH D. SEIPEL CRAIG M. YOUNG |
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
☐ | Fee paid previously with preliminary materials: |
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1) | Amount previously paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Macellum Badger Fund, LP, a Delaware limited partnership (“Macellum Badger”), together with the other participants named herein, has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2022 annual meeting of shareholders of Kohl’s Corporation, a Wisconsin corporation (the “Company”).
Item 1: On April 1, 2022, Maclleum Badger was quoted in a segment on Yahoo! Finance. Portions of the transcript of the segment discussing the Company are pasted below:
Julia Coronado:
Brian Sozzi has the latest for us.
Brian Sozzi:
Yeah. It's my birthday weekend party hat, Julie. Yeah. The friendly fire is, well, it's not so friendly right now here. You have Kohl's showing the world that it, in fact, does have a pulse, coming out with this statement ahead of their May annual meeting because it's being attacked by an activist investor Macellum, saying, "In addition, Macellum is promoting an ever-changing narrative, misinformed claims, and value-destructive proposals, all of which reveal a reckless and short-term approach that is not in the interest of driving long-term, sustainable value." They go on to say that Kohl's shareholders have two choices. They could either focus on the Kohl's strategy or elect Jonathan Duskin, which they believe is putting forth a plan to destroy value. It's just big words here from Kohl's. You normally do not hear this from the company.
Now, Macellum is firing back here. They're telling me via email here right now, they are disappointed by Kohl's grossly inaccurate letter to shareholders.” They go on to say, "Our previous assertions about the company were taken out of context in attempt to mislead shareholders." Now this annual meeting is coming up in May. Macellum has put forth 10 qualified, I would say very qualified, people to join the Kohl's Board. So this is a situation that remains very contentious, to say the very least. And of course, here's my take on this one. And it is quite simple.
Brian Sozzi:
And there we go. The air horn, it signifies this, the battle for Kohls. Kohl's needs to catch a clue. Because at the end of the day, if you're a public company, all that matters is, what has your stock price been doing under existing leadership? Since Kohl's CEO Michelle Gass took over CEO on May 2018, Kohl's shares down 4.2%. The S&P 500 is up 70%. Company has just not gotten it done.
Item 2: On April 1, 2022, Macellum Badger was quoted in the following article published by the Milwaukee Business Sentinel:
Activist investor Macellum Capital fires back at Kohl's Corp., calls shareholder letter 'grossly inaccurate'
Milwaukee Journal Sentinel
By Ricardo Torres
April 1, 2022
A day after Kohl's Corp. sent a letter to shareholders saying an activist investor has "an empty agenda," the investor has fired back.
Macellum Capital Management, which owns nearly 5% of Kohl's stock, said the company's letter to shareholders was "grossly inaccurate."
"Our previous assertions about the Company were taken out of context in an attempt to mislead shareholders," Macellum said in a statement. "Unfortunately, Kohl’s neglected to provide our full statements within their letter surrounding the undervalued stock price and poison pill."
In early February, Kohl's Corp. board of directors authorized a shareholder plan, often referred to as a "poison pill," which is designed to prevent anyone from acquiring more than 10% of the company.
Macellum, which is trying to take over the board with its own slate of directors, said it believes Kohl's could be worth more if the company pursues a different strategy.
"We believe that the stock is worth $100 (a share) only with a majority of the board replaced," Macellum said. "In previous statements, we asserted that a pill can be a 'stop look and listen' device, however, this type of pill is extremely onerous and intentionally designed to chill a sale process."
Kohl's declined to comment on Macellum's statements.
Kohl's has received multiple non-binding offers with no committed financing to purchase the company.
In Kohl's Thursday shareholder letter, the company emphasized its plans for the future and encouraged them to vote for the current board members, including the members the company added in a settlement with Macellum last year.
"As Kohl’s strategy has evolved, the board has proactively added the right capabilities and skill sets to accelerate Kohl’s transformation into the most trusted retailer of choice for the active and casual lifestyle," the letter reads. "The board has added six new independent directors in three years, including the three directors who joined Kohl’s board last year as part of the Company’s settlement with Macellum, the hedge fund now seeking to take control of Kohl’s."
At its Investor Day in early March, Kohl's revealed its plans to open 100 smaller, more localized stores on top of its plans to add 400 Sephora stores at Kohl's locations.
However, after the Investor Day, Kohl's stock tumbled, which has not been lost on Macellum.
"Kohl’s falsely claims that analysts increased their estimates post earnings and analyst day," Macellum said. "In fact, estimates for Kohl’s earnings power at the culmination of their 3-year plan contracted by 15%, likely contributing to the 13% drop in stock the day of their highly anticipated, yet lackluster, analyst day."
On the stock fall after Investor Day, Kohl's has stated the decrease coincided with "a global market decline driven by heightened concerns of war in the Ukraine and a surge in global oil prices."
In the letter sent Thursday, Kohl's outlined how Macellum purchased roughly 2.6 million stock options before the company received an unsolicited offer from Acacia Research Group to purchase the company for $9 billion.
Macellum then started selling its options, netting about $27 million in roughly a week.
Kohl's is not alleging Macellum violated the law, and the activist investor has not commented directly on selling the options.
The two sides have been trying to court shareholders to their vision of the future in the lead up to the May 11 shareholder meeting.