This article was first published on Insightia’s Activism module on May 12, 2022. For more information about the product, click here.
Kohl’s has obtained shareholder approval for its entire slate of 13 directors, fending off a bid for 10 seats by Macellum Advisors, a near-5% shareholder.
Kohl’s announced the victory in a press release Wednesday morning, adding that it intends to continue its strategic review.
Reacting to the vote, Macellum contended the vote showed support for a sale and not the company’s standalone strategy. The activist pledged to reignite its campaign if “very meaningful value is not created in the coming months.”
“We look forward to learning of an announced transaction on the quickest possible horizon. However, if Kohl’s is not sold, all directors need to be held accountable for any value that is not realized,” said Macellum Managing Partner Jonathan Duskin after the Wednesday annual meeting.
Shares in Kohl’s were up 3% at $48 each as of 11:40 a.m. EDT Thursday.
A day before the gathering, Macellum warned that a total win for the company in the proxy contest could plunge the company’s market value and provide negotiating leverage to potential suitors. “This would be a direct threat to shareholder value,” said Macellum.
Macellum previously suggested Kohl’s was conducting the sale process in bad faith, using a share price target of as high as $88 to benchmark takeover bids. Fellow activist Engine Capital raised the same concerns.
“We struggle to see any scenario where the company’s capital-intensive and risky plan, which projects declining EBIT and increasing capital expenditures, will result in anything close to recently reported offers, even three years from now,” wrote Duskin, who was part of the dissident slate, earlier this week.
However, Macellum’s arguments largely failed to win support from proxy voting advisers. Egan-Jones recommended a vote for four Macellum nominees while Institutional Shareholder Services, one of the biggest names in the industry, backed only two. Glass Lewis advised Kohl’s investors to vote in favor of all company nominees.
Kohl’s has attracted significant takeover interest in recent months, the latest bid by Simon Property Group and Brookfield Asset Management reportedly sitting at $68 per share. Previously, Canada’s Hudson’s Bay advanced a $70 per share bid while activist-backed Acacia Research offered $64 per share.