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Kohl’s CEO wins truce with activist shareholders

April 14, 2021, 3:52 PM UTC

Kohl’s CEO Michelle Gass can now resume turning the retailer around with one major preoccupation out of the way.

The company said on Wednesday it had reached a deal with a group of activist investors holding 9.3% of its shares who had threatened in February to take over the board, ending the prospect of a proxy war at Kohl’s annual shareholder meeting next month.

The group, made up of Macellum Advisors, Ancora Holdings, Legion Partners Asset Management, and 4010 Capital, had said in February they planned to nominate nine directors to the 12-person board. They complained that existing directors had been on it for far too long or had little hands-on retail experience.

As part of their truce, two of the directors nominated by the group will join the board after the meeting next month: Thomas Kingsbury, a former CEO of Burlington Stores (who previously worked at Kohl’s), and Margaret Jenkins, an executive from the restaurant industry. The group also allowed Kohl’s to nominate a new director of its own, former Lululemon Athletica CEO Christine Day who like Gass is a Starbucks alum.

What’s more, the two longest serving directors will be leaving the board. Frank Sica, Kohl’s chairman, will exit in 2022 after 34 years on the board, while Steve Burd, a director since 2001, will depart in August this year.

Many of the group’s original criticisms of Kohl’s performance had basis in fact: At the top of their list of complaints was a net sales level that remained virtually unchanged between 2011 and 2019 despite a number of turnaround attempts, and an operating profit margin that fell by nearly half during that time. Other jabs included saying Kohl’s executives were overpaid.

With a potentially bruising battle out the way, Kohl’s can resume focusing solely on its turnaround. The retailer, which suffered a 20.4% drop in net sales last year during the pandemic, is trying to get back on solid footing again. While it has fared better than department store rivals like Macy’s and J.C. Penney, its real competitors are stores like Target, Ulta Beauty, and Dick’s Sporting Goods, which have all outperformed Kohl’s.

Under Gass, Kohl’s has carved a niche for itself in the fast-growing activewear category, one it is building up further under a turnaround plan announced in October. And later this year, it will begin opening Sephora shops within its stores, finally making Kohl’s a credible beauty products destination after several attempts. In addition, while many of its store brands have gone stale and been discontinued, Kohl’s has focused on bringing in more national brands that its rivals don’t carry, such as Lands’ End, Cole Haan, and Toms.

After some lacerating criticisms of Kohl’s and its top executives this winter, the investor group said on Wednesday, “We are excited for the future of Kohl’s.”

And the stock market seems to be more confident about it too. Kohl’s shares have risen about 20% since the activists announced their plans to shake Kohl’s up, and held steady on news on Wednesday there would be peace.