When Kohl’s announced Thursday that Christine Day, the former CEO of Lululemon, had resigned from its board of directors earlier in the week, the company stated in an SEC filing that her decision “was not due to any disagreements” with the Menomonee Falls-based retailer or any matter relating to its operations, policies or practices.
It seems that was not the case, based on an updated filing Friday that includes several emails from Day in which she criticizes the board’s governance process and leadership of former chairman, Michael Bender, who is now interim CEO following the recent firing of Ashley Buchanan. John Schlifske, the former chairman of Milwaukee-based financial services company Northwestern Mutual, is now chairman of the board.
Day’s recent disagreements with the board were tied to how the company responded to the ISS (Institutional Shareholder Services) recommendation on the board’s proposal of say-on-pay vote to approve the compensation of executive officers. The specifics of the ISS recommendation or how Kohl’s actually responded to it are not clear from Day’s emails or the company filings.
“My departure from the Kohl’s board is based on disagreements regarding adherence to protocols and processes which guide conversations and ensure full transparency and accountability. All board members should have equal access to information and fully discuss risks before votes are held. All shareholders should have equal access to the same information. When mistakes are made, reflection of accountability and root causes should be rigorously examined, not smoothed over,” Day wrote in what she called a “draft” of her resignation statement, which she emailed to an attorney and Schlifske, who took over as board chair this week.
In another email, Day cited her concerns around transparency and accountability of the board and how the former board chair has led the decision-making process.
“There is no delegation to committees or chairs, Michael ‘handles’ everything, maybe speaks to one person or two, then ‘tells’ everyone what the decision is. Some people know more than others leading to board members feeling alienated, out of the loop, and worse—developing a culture where real discussions rarely occur.
“As directors, we all get sued together – so transparency with risks is a requirement for trust and accountability. To place other directors in position of making a decision without full disclosure of risks is unacceptable. And it has been going on far too long.”
Kohl’s said in the SEC filing that it “strongly disagrees with the assertions in Ms. Day’s emails.”
Day has been a member of the Kohl’s board since 2021. The board has withdrawn her nomination for reelection at the company’s annual shareholders meeting next week.
