KOHLS Corp — Proxy Solicitation & Information Statement 2021

Apr 14, 2021

DFAN14A 1 dfan14a09050035_04142021.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A INFORMATION

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(Amendment No. )

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☐ Preliminary Proxy Statement

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☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

| KOHL’S
CORPORATION |
| --- |
| (Name of Registrant as Specified in Its Charter) |
| MACELLUM BADGER FUND, LP MACELLUM BADGER FUND II, LP MACELLUM ADVISORS, LP MACELLUM ADVISORS GP, LLC JONATHAN DUSKIN LEGION PARTNERS HOLDINGS, LLC LEGION PARTNERS, L.P. I LEGION PARTNERS, L.P. II LEGION PARTNERS SPECIAL OPPORTUNITIES, L.P.
XV LEGION PARTNERS, LLC LEGION PARTNERS ASSET MANAGEMENT, LLC CHRISTOPHER S. KIPER RAYMOND T. WHITE ANCORA CATALYST INSTITUTIONAL, LP ANCORA CATALYST, LP ANCORA MERLIN, LP ANCORA MERLIN INSTITUTIONAL, LP ANCORA CATALYST SPV I LP SERIES M ANCORA CATALYST SPV I LP SERIES N ANCORA CATALYST SPV I LP SERIES O ANCORA CATALYST SPV I LP SERIES P ANCORA CATALYST SPV I SPC LTD SEGREGATED PORTFOLIO
G ANCORA ADVISORS, LLC ANCORA HOLDINGS, INC. ANCORA FAMILY WEALTH ADVISORS, LLC THE ANCORA GROUP INC. INVERNESS HOLDINGS, LLC ANCORA ALTERNATIVES, LLC FREDERICK DISANTO 4010 PARTNERS, LP 4010 CAPITAL, LLC 4010 GENERAL PARTNER, LLC STEVEN E. LITT MARGARET L. JENKINS JEFFREY A. KANTOR THOMAS A. KINGSBURY CYNTHIA S. MURRAY |
| (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |

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2021 ANNUAL MEETING OF SHAREHOLDERS

OF

KOHL’S CORPORATION

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SECOND SUPPLEMENT DATED APRIL 14, 2021 TO THE PROXY STATEMENT

OF MACELLUM BADGER FUND, LP

DATED MARCH 15, 2021

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Dear Fellow Shareholders:

Macellum Badger Fund, LP, a Delaware limited partnership (“Macellum Badger”), and the other participants in this solicitation (collectively, the “Investor Group” or “we”) have previously filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (the “SEC”) on March 15, 2021, as supplemented on March 26, 2021 (as so supplemented, the “Definitive Proxy Statement”) to be used to solicit votes for the election of its slate of director nominees (the “Nominees”) at the 2021 annual meeting of shareholders (the “2021 Annual Meeting”) of Kohl’s Corporation, a Wisconsin corporation (the “Company”). The 2021 Annual Meeting is scheduled to be held virtually on May 12, 2021 at 8:00 a.m. Central Time exclusively online via a live interactive webcast on the internet.

On April 13, 2021, the Investor Group entered into a settlement agreement with the Company, resulting in three new independent directors joining the Board immediately following the conclusion of the 2021 Annual Meeting. As a result, we are filing this second proxy statement supplement with the SEC to disclose that the Investor Group has withdrawn the nominations of its Nominees for election as directors at the 2021 Annual Meeting and has withdrawn its solicitation for the election of such Nominees at the 2021 Annual Meeting, each effective as of April 13, 2021. All votes previously received or submitted on WHITE proxy cards (whether for the Nominees or any other agenda items at the 2021 Annual Meeting) will be disregarded.

For more information on the items of business to be considered at and how to attend the 2021 Annual Meeting virtually, please see the Definitive Proxy Statement.