Kohl’s Advisory Firm Urges Shareholders to Keep Current Board of Directors

Kohl’s shareholders should vote to retain all 13 of the company’s nominees for director at next week’s annual shareholder meeting May 11, proxy advisory firm Glass Lewis said in a company press release Tuesday (May 3).

The vote will come as Kohl’s considers whether to sell some or all of the department store’s operations to outside bidders or focus on making changes internally to turn the company around.

“In sum, we believe shareholders would be best served supporting the current board and its efforts to enhance shareholder value, whether that takes the form of continued oversight of the existing standalone strategy or seeing through the ongoing sale process,” Glass Lewis wrote in its recommendation, per the release. “In our view, the company’s board currently comprises a reasonably well-rounded mix of qualified directors who have complementary experience, qualifications and backgrounds across various relevant industries and disciplines.”

Glass Lewis noted the transparency of the board’s review of its future strategy as one reason to keep them in place for another term.

“In our view, and contrary to the dissident’s assertions, the company has been reasonably transparent regarding various key aspects of the sale process, and we see no substantive evidence to suggest the board is not actively soliciting/entertaining any and all credible offers,” Glass Lewis wrote, according to the release.

Last month, JCPenney owners Simon Property and Brookfield Asset Management were reportedly looking to close an acquisition deal for Kohl’s that values the retail rival at an estimated $8.6 billion.

Read more: JCPenney Reportedly Could Buy Rival Kohl’s for $8.6B

Simon and Brookfield, two of the biggest mall owners in the U.S., bought JCPenney out of bankruptcy in 2020. Under the proposal, both firms would pick up Kohl’s for $68 a share.

If the deal goes through, both JCPenney and Kohl’s would operate as independent brands with the goal of streamlining operating overhead and other expenses.