Board shakeup as Kohl’s strikes deal with activist investors

Kohl's Corp. has resolved its differences with a group of activist investors who have been working to take control of the company’s board.

The department store retailer had agreed to add two independent directors that were nominated by the group, which collectively own 9.3% of outstanding shares of Kohl’s outstanding stock, to its board. The nominated directors — Margaret Jenkins, a former director at Tommy Hilfiger parent company PVH Corp and former chief marketing officer at Denny's Corp., and Thomas Kingsbury, an independent director at Big Lots Inc., Tractor Supply Co. and BJ'S Wholesale Club — will join the board at the close of the 2021 shareholders meeting.  

In addition, a third independent director selected by Kohl’s and agreed to by the investor group  — Christine Day, former CEO of Lululemon and co-founder of social responsibility-focused fashion platform The House of LR&C — will join the board at the same time.

In other changes, Kohl’s said Steve Burd will retire from the board at the end of August 2021, and chairman Frank Sica will retire next year in connection with the company’s 2022 shareholders meeting.

“We are pleased to further strengthen our Board with the addition of Christine, Margaret and Tom as part of our continued refreshment process” said Kohl’s chairman Frank Sica. “Today’s agreement reflects our board’s ongoing dialogue with our shareholders and our commitment to maximizing long-term value for all stakeholders. We welcome the new directors and look forward to their perspectives as we continue to execute Kohl’s growth strategy.”

In a statement, the investor group called the new directors “proven leaders in retail who will add valuable expertise to the board.”

“We are pleased to have been able to reach this constructive resolution with the company, and we are confident these changes will help further our shared goal of creating long-term value for shareholders,” the group said. “We are excited for the future at Kohl’s.”

Also as part of the agreement, the board’s existing ad hoc finance committee will become a standing finance committee of the board, which Kingsbury will join. The purpose of the committee will include assisting the board on its oversight of capital allocation decisions made by the company.

The board has also expanded Kohl's share repurchase program to $2 billion.