Kohl’s Corp. chief executive officer Michelle Gass told employees of the Menomonee Falls-based retailer a settlement with an activist investor pushing for changes at the company is “unlikely.”
Macellum Capital Management is running a slate of new directors for the Kohl’s board against a group put forward by the company. The contest comes after Macellum, which owns about 5% of Kohl’s stock, pushed for changes at the company, including a sale-leaseback of real estate and the evaluation of a potential sale of the company.
Macellum mounted a similar campaign in 2021, but the two sides reached a settlement that led to three new board members on the Kohl’s board.
“Settling this year is unlikely, which means this will culminate in a vote at our annual shareholders meeting that is set for May 11,” Gass said, according to a transcript filed with the SEC of a video message sent to employees Wednesday.
One difference this year is Kohl’s is receiving offers to buy the company. There were two offers earlier in the year that were quickly rejected by Kohl’s. In part, that decision seems to have pushed Macellum’s campaign forward as the firm contends Kohl’s did not adequately consider the sale possibility.
Additional offers have since emerged. Kohl’s has retained Goldman Sachs to engage with interested parties.
In the video transcript, Kohl’s says Goldman has talked with more than 25 parties – previous disclosures from the company in early March said 20 parties had engaged with the company.
“We’ve now moved onto the next phase where we’ve asked selected bidders to further refine their offers and to secure financing,” Gass said. “They are doing a lot of diligence and homework, and we have provided access to thousands of documents and lots of data to help facilitate this process–– all of which is a very normal part of vetting.”
“But let me be clear –– this does not necessarily mean we are selling the company, and no decisions have been made at this time,” she added. “The board is doing its job in representing our shareholders to evaluate alternatives and other options – and all of those explorations are being held up against the current strategy that we’re executing.”
