Believes lackluster fourth quarter earnings and
guidance demonstrate that Kohl’s is content being “best of the
worst” in retail
Contends absence of sales growth target in its
strategic plan and Company’s decision to reinstate dividend below
pre-pandemic levels contradict the progress the Board is
touting
Company’s attempt to focus market attention on
narrow post-COVID time frame of five months ignores 1- 3- 5- and
10-year history of TSR underperformance
The Investor Group’s nominees have the
experience and track records to help reverse Kohl’s chronic
underperformance and history of failed initiatives – and to
position Kohl’s for success over the long-term
Macellum Advisors GP, LLC (together with its affiliates,
“Macellum”), Ancora Holdings, Inc. (together with its affiliates,
“Ancora”), Legion Partners Asset Management, LLC (together with its
affiliates, “Legion Partners”), and 4010 Capital, LLC (together
with its affiliates, “4010 Capital” and, together with Macellum,
Ancora and Legion Partners, the “Investor Group”) today issued an
open letter to shareholders of Kohl’s Corporation (NYSE: KSS)
(“Kohl’s” or the “Company”). The Investor Group is deemed to
beneficially own, in the aggregate, 14,950,632 shares of the
Company’s common stock, including 3,481,600 shares underlying call
options currently exercisable, constituting approximately 9.5% of
the Company’s outstanding common stock.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210305005246/en/
Figure 1. Source: Company SEC Filing
(Graphic: Business Wire)
The full text of the letter is below, and additional information
can be found at https://createvalueatkohls.com/.
March 5, 2021
Dear Fellow Stockholders,
Macellum Advisors GP, LLC (together with its affiliates,
“Macellum”), Ancora Holdings, Inc. (together with its affiliates,
“Ancora”), Legion Partners Asset Management, LLC (together with its
affiliates, “Legion Partners”), and 4010 Capital, LLC (together
with its affiliates, “4010 Capital” and, together with Macellum,
Ancora and Legion Partners, the “Investor Group” or “we”)
beneficially own, in the aggregate, 14,950,632 shares of common
stock of Kohl’s Corporation (NYSE: KSS) (“Kohl’s” or the
“Company”), including 3,481,600 shares underlying call options
currently exercisable, constituting approximately 9.5% of Kohl’s
outstanding stock. We have nominated nine highly-qualified,
independent candidates for election to the Company’s Board of
Directors (the “Board”) at the 2021 annual meeting of shareholders
(the “2021 Annual Meeting”).
We believe Kohl’s fourth quarter earnings report and full
year 2021 guidance substantiate the immediate need for change on
the Board. The Board seems to be content performing just
slightly better than the worst companies in retail. “Best of the
worst” is not a viable strategy, nor does it satisfy
shareholders like us seeking long-term superior performance. Kohl’s
is enormously well positioned with off-mall locations, which has
significant advantages, but it also means Kohl’s competes against
thriving off-mall players like TJX Companies, Ross Stores, Target,
Old Navy and Burlington. We believe that a refreshed Board must
oversee the development of a robust road map to compete for market
share broadly in the soft goods, discretionary sector.
Further, we do not believe the Company’s recent results are
indicative of a strategy that is succeeding. The Investor Group
believes that the Company’s weak earnings and guidance are
demonstrative of a Board comprised of directors lacking relevant
retail expertise who are not in a position to provide the necessary
oversight to help Kohl’s get back on track. In our view, a
substantially refreshed Board with relevant retail expertise can
help devise a strategy to take market share back from competitors
and not just settle for being better than troubled mall-based
department stores.
The following are several key observations:
- 2021 guidance is highly disappointing compared to 2019.
Kohl’s has set the mid-point of guidance for sales and earnings to
a decline of (8.5%) and (44%), respectively, when compared to 2019.
It is important to keep in mind that 2019 was itself a
disappointing year for Kohl’s and not a meaningful yardstick for
measuring a recovery. 2019 earnings guidance was lowered twice and
margins declined precipitously - a recurring theme at Kohl’s. The
further projected decline from 2019’s already-low earnings levels
implies a significant amount of additional deleverage and suggests
continued problems with gross margins and expense controls.
Earnings before tax margins are projected to be down 200bp from
2019 to a record low of 3.00% (at the mid-point of guidance,
excluding the pandemic influenced 2020). (See Figure 1)
- Setting low operating goals raises substantial questions
about Board oversight and lack of urgency. The Investor Group
was pleased to hear from management that it was setting a 7% to 8%
operating margin target that can be achieved without sales
recovering to 2019 levels. However, this newly unveiled goal
suggests that the Company should have been able to reach a 7% to 8%
operating margin in 2019, whereas it actually posted an operating
margin of only 6.1%. The Investor Group is perplexed as to why a
6.1% operating margin was tolerated in 2019 when apparently a much
higher operating margin was possible? Where was the urgency back
then, and why has it taken the Board so long to oversee the
construction of a plan to achieve improved margins? Why will it
take three more years to achieve these levels of profitability if
no sales growth is required? Furthermore, why is the Board
apparently unwilling to commit to a sales growth goal in its
strategic plan? As the Investor Group has stated, we believe the
earnings power of Kohl’s can be substantially higher with a Board
that has more relevant retail expertise. Unfortunately, we worry
the answers to all these questions are simply that the Board is
reticent to set quantifiable goals to which they can be held
accountable.
- We believe the dramatic decline in the dividend directly
contradicts the progress the Board is touting. The dividend
being reinstated at a $1.00 annual run rate is disappointing
considering Kohl’s paid a pre-pandemic run-rate dividend of $2.81.
At least six other retailers, including TJX Companies, Ross Stores,
American Eagle Outfitters, Gap, Guess and Dick’s Sporting Goods,
have all reinstated their dividends at levels equal to or greater
than pre-pandemic levels. The Investor Group is concerned that such
a low dividend at Kohl’s may represent the Board’s belief that the
earnings power of Kohl’s has been impaired by the pandemic for the
long-haul. Further, the reinstatement of the dividend at this level
is at odds with the rosy comments made about Kohl’s future
performance by the Company’s CEO and CFO on the March 2, 2021
earnings call. At any rate, the Investor Group would have preferred
to see a substantially larger share repurchase than the
reinstatement of a dividend given the current share price.
Nonetheless, if the Board views the resumption of a dividend
payment as necessary, we believe the Company should provide a
clearer message around why the dividend was set at such a low rate
given the Company’s sizable current cash balance and the highly
optimistic outlook articulated by management.
- The Company’s sales continue to underperform. The
Company’s third and fourth quarter 2020 results do not suggest to
us momentum in the business nor validation of the Company’s
strategy. In fact, almost every retailer that experienced store
closures during the pandemic is now seeing improving results. In
our view, the need for change at Kohl’s is based on the Company’s
decade long under-performance leading up to the pandemic. Until
now, we have avoided commenting on the Company’s 2020 performance
due to the “black swan” nature of the COVID pandemic. We do not
believe such an exercise is helpful in determining the future of
Kohl’s or assessing why change on the Board is required. However,
since the Board seems determined to highlight the Company’s results
during the pandemic as evidence that operations are improving, the
Investor Group feels it is important to clarify the facts and what
it views as a misleading characterization of the Company’s
performance by the Board. As highlighted in the table below, Kohl’s
results are far from a confirmation of the Company’s strategy being
successful. In fact, Kohl’s most recent sales growth has exceeded
that of only three of its peers. That Kohl’s could consider these
results “strong” as stated in their February 22, 2021 letter is
further evidence in our view of the Board’s “best of the worst”
mentality.
Change in Sales by Rank: Q3 and Q4
2020
Q3
Q4
HIBB (1)
20%
22%
TGT
21%
21%
BURL
(6%)
4%
LB
14%
2%
GPS (US Sales)
2%
(1%)
Old Navy (US Sales)
15%
7%
AEO
(3%)
(2%)
TJX (US Sales)
(3%)
(2%)
ANF (US Sales)
(4%)
(3%)
ROST
(2%)
(4%)
URBN
(2%)
(7%)
DDS
(26%)
(18%)
M
(23%)
(19%)
JWN
(16%)
(20%)
BBBY
(5%)
NA
Average
(2%)
(2%)
Peer Group Average (2)
(7%)
(7%)
KSS
(13%)
(10%)
Source: Company SEC Filings.
Note: Peers ranked by Q4 sales change YoY.
US Sales breakdown not available for AEO, LB and URBN.
(1) Q4 represents comparable sales
reported in preliminary results.
(2) Peer Group includes: BBBY, BURL, DDS,
GPS (US Sales), JWN, LB, M, ROST and TJX (US Sales).
- We believe a sale leaseback transaction could create
meaningful shareholder value. We believe the Board is trying to
hide behind an antiquated indenture that is not “market” for an
investment-grade retailer with $19 billion in revenue and only $180
million of net debt that is generating significant free cash flow.
This indenture was written in 1995 when the Company had 125 stores
and just over $1 billion in revenue. The Investor Group believes
that the Board’s failure to address the overly restrictive nature
of this indenture is yet another example of the Board’s
ineffectiveness. In our view there are many possible solutions to
rectify this situation, including to defease certain provisions in
the indenture or amend the notes. Macy’s announcement on March 2,
2021 of a debt tender offer and consent solicitation is one of many
examples of other retailers proactively working through issues of
liability management. We believe the 1995 indenture should have
been amended long ago, which would have likely enabled the
liabilities of the Company to be structured more cost effectively
with fewer restrictions. A sale leaseback transaction should be
viewed as the equivalent of selling a non-core asset at 14-15x
EBITDA while Kohl’s stock is trading at 5-5.5x EBITDA.
- We believe Kohl’s has an under-optimized balance sheet.
With close to zero net debt, we are surprised that Kohl’s is not
being more aggressive repurchasing their stock. The Company has
$7-8 billion in real estate, an undrawn revolver of $1.5 billion
and generates meaningful free cash flow. We support a conservative
balance sheet, but in our view, this excessive conservatism is
preventing the Company from creating long-term shareholder
value.
- The Investor Group is skeptical that the Amazon returns
program is accretive to current earnings. From an outside
perspective, we have seen the program increase SG&A and yet
revenue has seen little if any observable benefit. When we asked
management detailed questions about the program, it was suggested
to us that many of the costs associated with the program were
merely fixed costs that Kohl’s was already incurring both in the
form of store labor and reverse logistics. If this is true, it
highlights that a substantial amount of costs at Kohl’s were not
historically being managed for optimal efficiency. Our skepticism
is further heightened by the fact that management is now stating
that to measure how accretive Amazon returns are, shareholders need
to consider the “lifetime value” of a customer, as Jill Timm, CFO,
mentioned on the March 2, 2021 conference call. This would seem to
contradict the prior statement that the program is accretive today.
In our view, it could be years before a positive impact is felt on
the bottom line, if ever. In addition, the Investor Group believes
that there are certain “royalty payments” paid to Amazon related to
this program that have not been adequately disclosed to
investors.
- We do not believe Kohl’s recent stock performance shows the
full picture. We are focused on the long-term performance of
Kohl’s, both in evaluating the Board’s performance and the
opportunity going forward. Kohl’s would like to focus the market’s
attention on a very narrow time frame from the lows of the COVID
pandemic to the current trading price, touting the fact that
“Kohl’s stock has appreciated more than 170% since we released our
new strategy in October...” If the Company is going to thrive going
forward, we believe it is important for them to understand and
address the fact that Kohl’s operational and financial performance
have been deteriorating for years. In our view, a bump from the
COVID lows is not evidence that the Board has corrected the
strategic, structural, and cultural issues that have eaten away at
performance for a decade.
Through a longer-term lens, Kohl’s shares have done one thing –
UNDERPERFORMED as the table
below clearly indicates:
Share
Price Performance (Total Shareholder Returns Including
Dividends)
1 Year
3 Year
5 Year
10 Year
Kohl's Corporation
7%
(23%)
10%
23%
Peer Group (1)
35%
24%
52%
186%
ISS Peer Group (2)
34%
27%
93%
431%
Russell 2000 Index
30%
37%
115%
205%
S&P 500 Index
17%
39%
111%
255%
XRT
107%
95%
131%
331%
Kohl's Relative Performance:
Peer Group (1)
(28%)
(48%)
(42%)
(162%)
ISS Peer Group (2)
(27%)
(51%)
(82%)
(408%)
Russell 2000 Index
(23%)
(60%)
(104%)
(181%)
S&P 500 Index
(10%)
(63%)
(101%)
(231%)
XRT
(101%)
(118%)
(121%)
(307%)
Source: Company SEC Filings, Capital IQ as
of 01/31/2021.
(1) Peer Group includes: BBBY, BURL, DDS,
GPS, JWN, LB, M, ROST and TJX.
(2) ISS Peer Group includes: AN, BBY, KMX,
DG, DLTR, FL, LAD, PAG, LB, M, JWN, ROST, GPS.
- Majority of equity analysts are not positive. The Board
points to recent equity analyst upgrades as evidence of market
support for its strategy. A more sober assessment would include the
fact that the many of the analysts cited the improving
macro-environment, reopening of the US economy, and an expected
rebound in apparel spending as key reasons for their upgrades. One
analyst commented, “We do see opportunities for better execution
around sales strategies, further SG&A reductions and faster
shareholder returns. In addition, adding new expertise to the
Board could help with the recovery.” Even after the recent
analyst upgrades, we see a majority of analysts remaining neutral
or negative on Kohl’s under the current Board, with ten neutral or
sell ratings versus seven buy ratings. Further, the average analyst
price target for Kohl’s stock was $48.50 prior to the release of
the Investor Group letter versus a $52.70 closing price. This
hardly seems supportive of the Company’s strategy. Nonetheless, we
feel a key issue that management and the Board should be focused on
is Kohl’s ability to compete in an ever-changing retail landscape,
not how many analyst upgrades they received coming out of COVID
lows. We believe that Kohl’s opportunity to deliver superior
long-term results would be greatly enhanced by upgrading the Board
with more relevant retail and governance skill sets.
- We remain concerned with the Board’s capital allocation
discipline. The Board claims it has exercised “a long history
of prudently managing our capital”, a statement we would dispute
given nearly a decade of deteriorating returns on invested capital
(ROIC). We are concerned over the Board’s past performance in
capital allocation and their lack of critical expertise in this
area. While the Investor Group is excited about the potential of
the Sephora partnership and believe it can be a good investment,
execution will be key. Unfortunately, this Company does not have a
strong track record of successfully implementing ROIC-enhancing
initiatives. Despite spending $6.6 billion in capital expenditures
since 2011, the Company’s sales have remained flat, margins have
declined and operating profits have declined by 44% as of the end
of 2020. We feel that a Board with relevant retail expertise and
capital markets experience can help guide the Company’s capital
allocation more strategically and efficiently as opposed to what
appears to be a desperate “try anything” approach.
- We disagree that the Company has properly aligned pay for
performance. We are disappointed by Kohl’s assertion that “our
executive compensation programs are directly linked to corporate
performance with the objective of increasing long-term shareholder
value.” In what the Investor Group considers one of the largest
indictments of the Board performance, the long-term incentive plan
goals set by the Board for fiscal years 2017 through 2019 implied
that executives could receive target bonuses (100% of base) with
average annual sales and average annual adjusted net income 2% and
23% below 2016 levels, respectively.
This is truly appalling to us. As a result of this “pay for
underperformance” plan, executives were granted the maximum
threshold performance share unit award (200% of base) for 2017-2019
despite an increase in 3-year cumulative sales of less than 1% and
a decline in 3-year cumulative net income of -12% (both compared to
the 2014-2016 cumulative period, after adjusting for the reduction
in corporate tax rates in 2017). In total, Michelle Gass was paid
nearly $34 million over the 2017-2019 period, near the maximum
allowable, during a period in which adjusted operating income
declined by 11%.
The Board claims our efforts to refresh the Board will disrupt
their momentum. However, based on the Company’s historical
underperformance, we fear history will repeat itself in a series of
failed initiatives and result in Kohl’s continuing to miss the mark
with its customers, culminating with shareholders continuing to
suffer subpar long-term returns. We are offering an opportunity for
Kohl’s shareholders to select a Board committed to creating value
for all shareholders. Shareholders deserve to have a Board with
strong, relevant retail, capital allocation and governance
expertise that will better support management to make Kohl’s an
industry leader and an attractive investment again.
About Macellum
Macellum Advisors GP, LLC, together with its affiliates
(collectively, “Macellum”) have substantial experience investing in
consumer and retail companies and assisting such companies in
improving their long-term financial and stock price performance.
Macellum’s historical investments include: Collective Brands, GIII
Apparel Group, Hot Topic, Charming Shoppes and Warnaco, among other
companies. Macellum prefers to constructively engage with
management to improve its governance and performance for the
benefit of all stockholders, as we did with Perry Ellis. However,
when management is entrenched, Macellum has run successful proxy
contests to effectuate meaningful change, including at The
Children’s Place Inc., Christopher & Banks Corporation, Citi
Trends, Inc. and most recently at Bed Bath and Beyond Inc.
About Ancora
Ancora Holdings, Inc. is an employee owned, Cleveland, Ohio
based holding company which wholly owns four separate and distinct
SEC Registered Investment Advisers and a broker dealer. Ancora
Advisors LLC specializes in customized portfolio management for
individual investors, high net worth investors, investment
companies (mutual funds), and institutions such as pension/profit
sharing plans, corporations, charitable & “Not-for Profit”
organizations, and unions. Ancora Family Wealth Advisors, LLC is a
leading, regional investment and wealth advisor managing assets on
behalf families and high net-worth individuals. Ancora Alternatives
LLC specializes in pooled investments (hedge funds/investment
limited partnerships). Ancora Retirement Plan Advisors, Inc.
specializes in providing non-discretionary investment guidance for
small and midsize employer sponsored retirement plans. Inverness
Securities, LLC is a FINRA registered Broker Dealer.
About Legion Partners
Legion Partners is a value-oriented investment manager based in
Los Angeles, with a satellite office in Sacramento, CA. Legion
Partners seeks to invest in high-quality businesses that are
temporarily trading at a discount, utilizing deep fundamental
research and long-term shareholder engagement. Legion Partners
manages a concentrated portfolio of North American small-cap
equities on behalf of some of the world’s largest institutional and
HNW investors.
About 4010 Capital
4010 Capital is a value-oriented investment manager with
substantial experience investing in the consumer discretionary
sector. 4010 Capital employs comprehensive fundamental analysis to
invest in companies which it believes are trading at a discount to
intrinsic value and have a pathway to improving operating
performance.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Macellum Badger Fund, LLC, a Delaware limited partnership
(“Macellum Badger”), Legion Partners Holdings, LLC, a Delaware
limited liability company (“Legion Partners Holdings”) Ancora
Holdings, Inc., an Ohio corporation (“Ancora Holdings”) and 4010
Capital, LLC, a Delaware limited liability company (“4010
Capital”), together with the other participants named herein,
intend to file a preliminary proxy statement and accompanying WHITE
proxy card with the Securities and Exchange Commission (“SEC”) to
be used to solicit votes for the election of its slate of
highly-qualified director nominees at the 2021 annual meeting of
shareholders of Kohl’s Corporation, a Wisconsin corporation (the
“Company”).
MACELLUM BADGER, LEGION PARTNERS HOLDINGS, ANCORA HOLDINGS AND
4010 CAPITAL STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB
SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS
PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
Macellum Badger, Macellum Badger Fund II, LP, a Delaware limited
partnership (“Macellum Badger II”), Macellum Advisors, LP, a
Delaware limited partnership (“Macellum Advisors”), Macellum
Advisors GP, LLC, a Delaware limited liability company (“Macellum
GP”), Jonathan Duskin, Legion Partners Holdings, Legion Partners,
L.P. I, a Delaware limited partnership (“Legion Partners I”),
Legion Partners, L.P. II, a Delaware limited partnership (“Legion
Partners II”), Legion Partners Special Opportunities, L.P. XV, a
Delaware limited partnership (“Legion Partners Special XV”), Legion
Partners, LLC, a Delaware limited liability company (“Legion LLC”),
Legion Partners Asset Management, LLC, a Delaware limited liability
company (“Legion Partners Asset Management”), Christopher S. Kiper,
Raymond T. White, Ancora Holdings, Ancora Catalyst Institutional,
LP, a Delaware limited partnership (“Ancora Catalyst
Institutional”), Ancora Catalyst, LP, a Delaware limited
partnership (“Ancora Catalyst”), Ancora Merlin, LP, a Delaware
limited partnership (“Ancora Merlin”), Ancora Merlin Institutional,
LP, a Delaware limited partnership (“Ancora Merlin Institutional”),
Ancora Catalyst SPV I LP Series M (“Ancora SPV I Series M”), a
series of Ancora Catalyst SPV I LP, a Delaware limited partnership
(“Ancora SPV I”), Ancora Catalyst SPV I LP Series N, a series of
Ancora SPV I (“Ancora SPV I Series N”), Ancora Catalyst SPV I LP
Series O, a series of Ancora SPV I (“Ancora SPV I Series O”),
Ancora Catalyst SPV I LP Series P, a series of Ancora SPV I
(“Ancora SPV I Series P”), Ancora Catalyst SPV I SPC Ltd Segregated
Portfolio G, a Cayman Islands segregated portfolio company (“Ancora
Segregated Portfolio G”), Ancora Advisors, LLC, a Nevada limited
liability company (“Ancora Advisors”), Ancora Alternatives LLC, an
Ohio limited liability company (“Ancora Alternatives”), Ancora
Family Wealth Advisors, LLC, an Ohio limited liability company
(“Ancora Family Wealth”), The Ancora Group Inc., an Ohio
corporation (“Ancora Inc.”), Inverness Holdings, LLC, a Delaware
limited liability company (“Inverness Holdings”), Frederick
DiSanto, 4010 Partners, LP, a Delaware limited partnership (“4010
Partners”), 4010 Capital, LLC, a Delaware limited liability company
(“4010 Capital”), 4010 General Partner, LLC, a Delaware limited
liability company (“4010 General Partner”), Steven E. Litt,
Marjorie L. Bowen, James T. Corcoran, David A. Duplantis, Margaret
L. Jenkins, Jeffrey A. Kantor, Thomas A. Kingsbury, Margenett
Moore-Roberts and Cynthia S. Murray.
As of the date hereof, Macellum Badger directly beneficially
owns 273,611 shares of Common Stock, par value $0.01 par value per
share, of the Company (the “Common Stock”), including 56,400 shares
underlying long call options currently exercisable and 1,000 shares
in record name. As of the date hereof, Macellum Badger II directly
beneficially owns 8,443,121 shares of Common Stock including
1,943,600 shares underlying long call options currently
exercisable. As the investment manager of Macellum Badger and
Macellum Badger II, Macellum Advisors may be deemed to beneficially
own the 273,611 shares of Common Stock beneficially directly owned
by Macellum Badger, including 56,400 shares underlying long call
options currently exercisable and 8,443,121 shares of Common Stock
beneficially owned directly by Macellum Badger II, including
1,943,600 shares underlying long call options currently
exercisable. As the general partner of Macellum Badger, Macellum
Badger II and Macellum Advisors, Macellum GP may be deemed to
beneficially own the 273,611 shares of Common Stock beneficially
owned directly by Macellum Badger, including 56,400 shares
underlying long call options currently exercisable and 8,443,121
shares of Common Stock beneficially owned directly by Macellum
Badger II, including 1,943,600 shares underlying long call options
currently exercisable. As the sole member of Macellum GP, Mr.
Duskin may be deemed to beneficially own the 273,611 shares of
Common Stock beneficially owned directly by Macellum Badger,
including 56,400 shares underlying long call options currently
exercisable and 8,443,121 shares of Common Stock beneficially owned
directly by Macellum Badger II, including 1,943,600 shares
underlying long call options currently exercisable.
As of the date hereof, Legion Partners I directly beneficially
owns 1,891,990 shares of Common Stock, including 567,900 shares
underlying long call options, Legion Partners II directly
beneficially owns 111,360 shares of Common Stock, including 43,000
shares underlying long call options, Legion Partners Special XV
directly beneficially owns 108,400 shares of Common Stock,
including 25,900 shares underlying long call options, and Legion
Partners Holdings directly beneficially owns 100 shares of common
stock of the Company in record name and as the sole member of
Legion Partners Asset Management and sole member of Legion LLC,
Legion Partners Holdings may also be deemed to beneficially own the
1,891,990 shares of Common Stock beneficially owned directly by
Legion Partners I, including 567,900 shares underlying long call
options, 111,360 shares of Common Stock beneficially owned directly
by Legion Partners II, including 43,000 shares underlying long call
options, and 108,400 shares of Common Stock beneficially owned
directly by Legion Partners Special XV, including 25,900 shares
underlying long call options. As the general partner of each of
Legion Partners I and Legion Partners II and co-general partner of
Legion Partners Special XV, Legion LLC may be deemed to
beneficially own the 1,891,990 shares of Common Stock beneficially
owned directly by Legion Partners I, including 567,900 shares
underlying long call options, 111,360 shares of Common Stock
beneficially owned directly by Legion Partners II, including 43,000
shares underlying long call options, and 108,400 shares of Common
Stock beneficially owned directly by Legion Partners Special XV,
including 25,900 shares underlying long call options. As the
investment advisor of each of Legion Partners I, Legion Partners II
and Legion Partners Special XV, Legion Partners Asset Management
may be deemed to beneficially own the 1,891,990 shares of Common
Stock beneficially owned directly by Legion Partners I, including
567,900 shares underlying long call options, 111,360 shares of
Common Stock beneficially owned directly by Legion Partners II,
including 43,000 shares underlying long call options, and 108,400
shares of Common Stock beneficially owned directly by Legion
Partners Special XV, including 25,900 shares underlying long call
options. As a managing director of Legion Partners Asset Management
and managing member of Legion Partners Holdings, Mr. Kiper may be
deemed to beneficially own the 1,891,990 shares of Common Stock
beneficially owned directly by Legion Partners I, including 567,900
shares underlying long call options, 111,360 shares of Common Stock
beneficially owned directly by Legion Partners II, including 43,000
shares underlying long call options, and 108,400 shares of Common
Stock beneficially owned directly by Legion Partners Special XV,
including 25,900 shares underlying long call options and 100 shares
of Common Stock beneficially owned directly by Legion Partners
Holdings. As a managing director of Legion Partners Asset
Management and managing member of Legion Partners Holdings, Mr.
White may be deemed to beneficially own the 1,891,990 shares of
Common Stock beneficially owned directly by Legion Partners I,
including 567,900 shares underlying long call options, 111,360
shares of Common Stock beneficially owned directly by Legion
Partners II, including 43,000 shares underlying long call options,
and 108,400 shares of Common Stock beneficially owned directly by
Legion Partners Special XV, including 25,900 shares underlying long
call options and 100 shares of Common Stock beneficially owned
directly by Legion Partners Holdings.
As of the date hereof, Ancora Catalyst Institutional directly
beneficially owns 553,445 shares of Common Stock, including 113,200
shares underlying long call options. As of the date hereof, Ancora
Catalyst directly beneficially owns 43,867 shares of Common Stock,
including 9,600 shares underlying long call options. As of the date
hereof, Ancora Merlin Institutional directly beneficially owns
549,030 shares of Common Stock, including 113,200 shares underlying
long call options. As of the date hereof, Ancora Merlin directly
beneficially owns 48,283 shares of Common Stock, including 9,600
shares underlying long call options. As of the date hereof, Ancora
SPV I Series M directly beneficially owns 601,401 shares of Common
Stock, including 116,800 shares underlying long call options. As of
the date hereof, Ancora SPV I Series N directly beneficially owns
424,050 shares of Common Stock, including 80,800 shares underlying
long call options. As of the date hereof, Ancora SPV I Series O
directly beneficially owns 417,670 shares of Common Stock,
including 79,600 shares underlying long call options. As of the
date hereof, Ancora SPV I Series P directly beneficially owns
423,820 shares of Common Stock, including 85,200 shares underlying
long call options. As of the date hereof, Ancora Segregated
Portfolio G directly beneficially owns 592,000 shares of Common
Stock, including 122,000 shares underlying long call options. As of
the date hereof, 422,259 shares of Common Stock were held in a
certain managed account for which Ancora Advisors serves as the
investment adviser to (the “Ancora Advisors SMA”), including
103,800 shares underlying long call options. As of the date hereof,
7,198 shares of Common Stock were held in a certain managed account
for which Ancora Family Wealth serves as the investment advisor of
certain separately managed accounts (the “SMAs”). As the investment
adviser to the Ancora Advisors SMA, Ancora Advisors may be deemed
to beneficially own the 422,259 shares of Common Stock held in the
Ancora Advisors SMA, including 103,800 shares underlying long call
options. As the investment adviser to each of Ancora Catalyst
Institutional, Ancora Catalyst, Ancora Merlin, Ancora Merlin
Institutional, Ancora SPV I Series M, Ancora SPV I Series N, Ancora
SPV I Series O, Ancora SPV I Series P, and Ancora Segregated
Portfolio G, Ancora Alternatives may be deemed to beneficially own
the 553,445 shares of Common Stock beneficially owned directly by
Ancora Catalyst Institutional, including 113,200 shares underlying
long call options, 43,867 shares of Common Stock beneficially owned
directly by Ancora Catalyst, including 9,600 shares underlying long
call options, 48,283 shares of Common Stock beneficially owned
directly by Ancora Merlin, including 9,600 shares underlying long
call options, 549,030 shares of Common Stock beneficially owned
directly by Ancora Merlin Institutional, including 113,200 shares
underlying long call options, 601,401 shares of Common Stock
beneficially owned directly by Ancora SPV I Series M, including
116,800 shares underlying long call options, 424,050 shares of
Common Stock beneficially owned directly by Ancora SPV I Series N,
including 80,800 shares underlying long call options, 417,670
shares of Common Stock beneficially owned directly by Ancora SPV I
Series O, including 79,600 shares underlying long call options,
423,820 shares of Common Stock beneficially owned directly by
Ancora SPV I Series P, including 85,200 shares underlying long call
options and 592,000 shares of Common Stock beneficially owned
directly by Ancora Segregated Portfolio G, including 122,000 shares
underlying long call options. As the investment adviser to the
SMAs, Ancora Family Wealth may be deemed to beneficially own the
7,198 shares of Common Stock held in the SMAs. As the sole member
of Ancora Advisors, Ancora Inc. may be deemed to beneficially own
the 422,259 shares of Common Stock held in the Ancora Advisors SMA,
including 103,800 Shares underlying long call options currently
exercisable. As the sole member of Ancora Family Wealth, Inverness
Holdings may be deemed to beneficially own the 7,198 shares of
Common Stock held in Ancora Family Wealth. As the sole member of
each of Ancora Alternatives and Inverness Holdings and the sole
shareholder of Ancora Inc., Ancora Holdings may be deemed to
beneficially own the 553,445 shares of Common Stock beneficially
owned directly by Ancora Catalyst Institutional, including 113,200
shares underlying long call options, 43,867 shares of Common Stock
beneficially owned directly by Ancora Catalyst, including 9,600
shares underlying long call options, 48,283 shares of Common Stock
beneficially owned directly by Ancora Merlin, including 9,600
shares underlying long call options, 549,030 shares of Common Stock
beneficially owned directly by Ancora Merlin Institutional,
including 113,200 shares underlying long call options, 601,401
shares of Common Stock beneficially owned directly by Ancora SPV I
Series M, including 116,800 shares underlying long call options,
424,050 shares of Common Stock beneficially owned directly by
Ancora SPV I Series N, including 80,800 shares underlying long call
options, 417,670 shares of Common Stock beneficially owned directly
by Ancora SPV I Series O, including 79,600 shares underlying long
call options, 423,820 shares of Common Stock beneficially owned
directly by Ancora SPV I Series P, including 85,200 shares
underlying long call options, and 592,000 shares of Common Stock
beneficially owned directly by Ancora Segregated Portfolio G,
including 122,000 shares underlying long call options, 422,259
shares of Common Stock held in the Ancora Advisors SMA, including
103,800 Shares underlying long call options currently exercisable
and 7,198 shares of Common Stock held in the SMAs. As the Chairman
and Chief Executive Officer of Ancora Holdings, Mr. DiSanto may be
deemed to beneficially own the 553,445 shares of Common Stock
beneficially owned directly by Ancora Catalyst Institutional,
including 113,200 shares underlying long call options, 43,867
shares of Common Stock beneficially owned directly by Ancora
Catalyst, including 9,600 shares underlying long call options,
48,283 shares of Common Stock beneficially owned directly by Ancora
Merlin, including 9,600 shares underlying long call options,
549,030 shares of Common Stock beneficially owned directly by
Ancora Merlin Institutional, including 113,200 shares underlying
long call options, 601,401 shares of Common Stock beneficially
owned directly by Ancora SPV I Series M, including 116,800 shares
underlying long call options, 424,050 shares of Common Stock
beneficially owned directly by Ancora SPV I Series N, including
80,800 shares underlying long call options, 417,670 shares of
Common Stock beneficially owned directly by Ancora SPV I Series O,
including 79,600 shares underlying long call options, 423,820
shares of Common Stock beneficially owned directly by Ancora SPV I
Series P, including 85,200 shares underlying long call options, and
592,000 shares of Common Stock beneficially owned directly by
Ancora Segregated Portfolio G, including 122,000 shares underlying
long call options, 422,259 shares of Common Stock held in the
Ancora Advisors SMA, including 103,800 Shares underlying long call
options currently exercisable and 7,198 shares of Common Stock held
in the SMAs.
As of the date hereof, 4010 Partners directly beneficially owns
39,000 shares of Common Stock, including 11,000 shares underlying
long call options. As the investment manager of 4010 Partners and
co-general partner of Legion Partners Special XV, 4010 Capital may
be deemed to beneficially own the 39,000 shares of Common Stock
beneficially owned directly by 4010 Partners, including 11,000
shares underlying long call options and 108,400 shares of Common
Stock beneficially owned directly by Legion Partners Special XV,
including 25,900 shares underlying long call options. As the
general partner of 4010 Partners, 4010 General Partner may be
deemed to beneficially own the 39,000 shares of Common Stock
beneficially owned directly by 4010 Partners, including 11,000
shares underlying long call options. As a managing director of 4010
Capital, Mr. Litt may be deemed to beneficially own the 39,000
shares of Common Stock beneficially owned directly by 4010
Partners, including 11,000 shares underlying long call options and
108,400 shares of Common Stock beneficially owned directly by
Legion Partners Special XV, including 25,900 shares underlying long
call options.
As of the date hereof, Marjorie L. Bowen directly beneficially
owns 27 shares of Common Stock. As of the date hereof, none of
James T. Corcoran, David A. Duplantis, Margaret L. Jenkins, Jeffrey
A. Kantor, Thomas A. Kingsbury, Margenett Moore-Roberts or Cynthia
S. Murray own beneficially or of record any securities of the
Company.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210305005246/en/
Media: Sloane & Company Dan Zacchei / Joe Germani
dzacchei@sloanepr.com / jgermani@sloanepr.com
Investor: John Ferguson / Joe Mills Saratoga Proxy Consulting
LLC (212) 257-1311 info@saratogaproxy.com
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