ISS backs two dissident directors in boardroom battle at Kohl’s
By Svea Herbst-Bayliss
BOSTON (Reuters) – Proxy advisory agency Institutional Shareholder Companies (ISS) on Friday beneficial that Kohl’s Corp traders elect two of the ten board nominees put forth by activist funding agency Macellum Advisors because the division retailer considers promoting itself.
ISS mentioned Macellum nominee Jeffrey Kantor, who had been chief merchandising officer at retailer Macy’s Inc and a former chief govt on the Hecht Firm, and Pamela Edwards, who had been a former chief monetary officer at Victoria’s Secret and Specific, would convey essential experience to the board.
“Some incremental change on the board degree might present added consolation to traders that the strategic alternate options out there are being weighed in opposition to the upside and dangers related to the standalone plan, and add experience,” ISS wrote.
The report lends appreciable assist to Macellum’s proxy struggle which comes on the heels of the same battle waged final 12 months. In 2021, Macellum and several other companions reached a settlement to drop that struggle in return for getting two of their nominees seats on the board. The corporate additionally added a 3rd unbiased director to the board on the similar time.
This 12 months the stakes could also be even larger as Macellum has argued that Kohl’s has achieved too little to show its enterprise round and is now urgent the board to promote the corporate. The corporate mentioned it has met with greater than 20 potential consumers.
Two weeks in the past Reuters reported that Franchise Group Inc had joined the bidding for Kohl’s.
ISS pointed to market skepticism concerning the sale course of and mentioned it probably stems from a scarcity of belief within the board’s dedication to an expedited sale, versus a insecurity within the board members’ experience in M&A issues. That could possibly be addressed by “including unbiased voices with related business expertise, moderately than further M&A specialists.”
Buyers will determine who sits on Kohl’s board on Could 11.
Kohl’s earlier on Friday urged traders to again its 13 director candidates and mentioned Jonathan Duskin, Macellum’s portfolio supervisor and one of many hedge fund’s director candidates, poses a “menace.” Kohl’s mentioned six of the ten Macellum nominees have by no means served on a public board and none have served on the board of a retail firm related in measurement to Kohl’s.
Kohl’s operates greater than 1,100 shops in america and is valued at $7.6 billion.
(Reporting by Svea Herbst-Bayliss in Boston; Enhancing by Matthew Lewis)
