Kohl's (KSS) Comments on ISS Recommendation

Kohl’s Corporation (NYSE: KSS) (“Kohl’s” or the “Company”) today issued the following statement in response to a report published by proxy advisory firm Institutional Shareholder Services (“ISS”) about the election of Directors to Kohl’s Board of Directors (the “Board”) at the Annual Shareholder Meeting on May 11, 2022.

Kohl’s is pleased that ISS agreed that a change in Board control is unwarranted. ISS noted:

“Within the context of a rapidly changing retail environment, which forced bankruptcies and liquidations of many of KSS' competitors before and during the pandemic, KSS has been able to maintain steady margins and a strong balance sheet and has generated healthy cash flow, allowing it to pay dividends and execute share repurchases. These operating results do not paint a picture of a broken company that requires sweeping changes at the top to execute a turnaround.”

Further, in declining to recommend Macellum Advisors GP, LLC (“Macellum”) CEO Jonathan Duskin, we are pleased that ISS recognized Macellum’s true short-term motivations:

“…we note that Macellum appears to have launched this control fight at a company where a full overhaul is unnecessary primarily with a view to completing a real estate transaction.”

We strongly disagree with ISS’ recommendation that Kohl’s shareholders support two nominees from Macellum’s slate. Pamela Edwards and Jeffrey Kantor lack the experience necessary to oversee either the continued execution of Kohl’s strategy or a robust process to evaluate expressions of interest to acquire the Company. Neither dissident nominee possesses M&A or public board experience. Kohl’s believes that adding such directors at this time would be disruptive and negatively impact shareholder value.

The Kohl’s Board is conducting a robust and thorough process and keeping this Board in place will ensure the process is not disrupted or hindered. We are pleased that ISS recognized Kohl’s directors’ and Finance Committee members’ strong M&A experience, equipping them to run a comprehensive process that maximizes value for shareholders. Ten of our 13 directors have experience in M&A, and our entire board has retail or consumer-facing industry experience.

At this pivotal time for Kohl’s, we have the right Board to oversee this process as well as the Company’s strategy. Kohl’s Board remains focused on maximizing value for all shareholders and will continue to act in the best interests of all shareholders.

KOHL’S SHAREHOLDERS: WE STRONGLY URGE YOU TO VOTE FOR ALL 13 OF OUR BOARD NOMINEES TO PROTECT THE VALUE OF YOUR INVESTMENT

VOTE USING THE BLUE CARD TODAY

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