Menomonee Falls, Wis. – Because the clock ticks all the way down to Kohl’s shareholder assembly subsequent week, its board is welcoming some reinforcement.
Proxy advisory agency Glass Lewis has recommended that Kohl’s shareholders vote for all 13 of the corporate’s director nominees for the annual shareholder assembly on Could 11.
“In our view, the corporate’s board presently includes a fairly well-rounded mixture of certified administrators who’ve complementary expertise, {qualifications} and backgrounds throughout varied related industries and disciplines,” the agency said in its report.
The backing departs from a latest Institutional Shareholder Services (ISS) recommdation that Kohl’s shareholders should elect some nominees from the dissident Macellum Advisors slate. They embody former Macy’s Inc. exec Jeffrey Kantor and Pamela Edwards, who just lately retired as chief monetary officer of attire and residential retailer Citi Developments.
In distinction, Glass Lewis instructed including dissident nominees to Kohl’s board of administrators would possibly impede the retailer’s potential acquisition – “whether or not which means a delay within the sale course of in order that the dissident nominees can rise up to hurry with all issues pertaining to the corporate, a transforming of the corporate’s monetary projections that should be evaluated and scrutinized by potential bidders or a brand new dual-track course of that features a overview of a possible sale-leaseback transaction.”
There are presently greater than 25 bids to acquire Kohl’s business, together with gives from the homeowners of JCPenney (Simon Property and Brookfield Asset Administration), Canadian division retailer chain Hudson’s Bay and a consortium backed by personal fairness agency Leonard Inexperienced & Companions LP, which incorporates Genuine Manufacturers, based on stories.
Glass Lewis stated the board’s overview of strategic options has been “moderately clear,” including it noticed no proof that the board isn’t exercise entertaining all credible gives.
In its latest analysis of the dueling board slates, ISS took a dim view of Macellum’s motivations, characterizing the agency’s management battle as pushed by an curiosity in unlocking worth from the retailer’s actual property.
Glass Lewis appears to see the state of affairs equally, cautioning that the Macellum Advisors proposal for a sale-leaseback may destroy worth.
“Just because a non-public fairness purchaser could also be contemplating a sale-leaseback to partially finance a leveraged buyout doesn’t essentially imply {that a} sale-leaseback could be a prudent transfer for the corporate on a standalone foundation,” Glass Lewis said.
It went on, “We additionally query how potential consumers of the corporate would react to the corporate pursuing a major sale-leaseback, as such a transfer may consequence within the lack of a possible deal financing supply within the context of a takeover proposal…To one of the best of our data, the dissident has not highlighted any profitable precedents the place a retailer has undertaken sale-leasebacks on the size the dissident has proposed right here.”
MORE
Kohl’s battle for control intensifies after advisory backs Macy’s exec nomination
Kohl’s latest suitor? Could be JCPenney
Furniture franchise group owner in the bidding for Kohl’s
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