The board of directors at Kohl’s Corp. has unanimously appointed Tom Kingsbury CEO, the company reported, while reaching an agreement with activist investor Macellum Advisors.
Kingsbury has served as interim CEO since December 2, the company. He will continue to serve on the Kohl’s board.
Kingsbury has served in executive leadership and board roles at Kohl’s, Burlington Stores, and The May Department Stores Co. He was Burlington president and CEO from 2008 to 2019 and served on the Burlington board from 2008 to 2020, including as chairman from 2014 to 2019 and as executive chairman from 2019 to 2020.
“Tom’s exceptional track record growing retail businesses and his deep knowledge of Kohl’s makes him the right choice for Kohl’s next CEO,” said board chair Peter Boneparth. “Since joining the board, Tom has added valuable insight and perspective, and as Interim CEO, he has demonstrated strong leadership and made a meaningful and positive impact on the organization. The board has full confidence in Tom’s ability to drive the business forward, focusing on accelerating sales and profitability, and we look forward to our continued work together.”
In connection with the Kingsbury announcement, Kohl’s announced that it has entered into a cooperation agreement with Macellum Advisors GP that includes provisions covering a multi-year standstill agreement and voting.
According to a Kohl’s filing with the United States Securities and Exchange Commission:
From the period commencing on the date of the cooperation agreement and ending on the 18-month anniversary of the date Mr. Kingsbury is no longer CEO of the company, the standstill period, the cooperation agreement provides that the Macellum Group will be subject to customary standstill obligations. The cooperation agreement also provides that during the standstill period the Macellum Group, which holds over 4% of the outstanding company common stock, will vote all shares beneficially owned by the Macellum Group in favor of each of the directors nominated by the board and, subject to limited exceptions, consistent with the recommendation of the board on all other matters at each annual and special meeting of the company’s shareholders. During the standstill period, the company and the Macellum Group are subject to customary mutual non-disparagement obligations pursuant to the cooperation agreement.
