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Referring to Kohl around FT Alphaville, our first thought is usually about our second favorite, Robert Smith.
But recently another call has fallen into our minds, following some sleazy US corporate news. As Mainft reported last week:
Kohl has removed the new CEO and marked another set fold of a struggling US department store chain, claiming it violated a conflict of interest policy involving external vendors.
Or, as the Wall Street Journal says more directly:
Cole boss Ashley Buchanan loses his job as he tries to focus his business on his romantic partner.
In a submission announcing his departure, Cole said:
Buchanan’s termination follows an investigation conducted by an outside counsel and overseen by the Board of Directors’ Audit Committee. Meanwhile, Buchanan directed that the company would do business with vendors established by individuals who have personal relationships with individuals who have personal relationships with individuals who have very unusual terms in favor of the vendor, and he joined the agreement.
Buchanan and Chandra Holt Saga – The star-crossing lovers we met while working at Walmart are undoubtedly something that can be seen immediately on the silver screen.
Just a few months after joining Kohl’s Corporation, Buchanan will have to forfeit his stock awards and be forced to refund the company for a $2.5 million proportional allocation of “signing the incentive” of $2.5 million.
It’s embarrassing for Buchanan, and not good for Coles either.
So it’s amazing how things are getting worse now.
On Thursday, Coles filed another application. This time, it says that director Christine Day has resigned from the board. The filing and related proxy updates state:
Day’s decision was not due to differences of opinion with the company on any matter relating to the company’s operations, policies or practices.
The reality seems a little more complicated. Another 8-K submission last night forced the company to provide a little more details.
As previously disclosed effective May 5, 2025, Christine Day informed Cole’s company (the “Company”) that she had decided to resign as a member of the company’s board of directors (the “Board”). A copy of Day Ms. Day’s resignation email is attached as exhibits 99.1 and 99.2. Mr. Day was a member of the Board of Directors’ Compensation Committee, Audit Committee and Finance Committee.
On May 8, 2025 and May 9, 2025, Day sent an email to the board indicating that she had a disagreement. Copy of these emails are attached as exhibits 99.3, 99.4 and 99.5. Disagreements relate to how the company responded to the ISS recommendations on the Say-on-Pay proposal, which states that the Company’s representative statement dated March 28, 2025 and the board’s process is important.
It appears that the initial submission is not as satisfying as indicated.
The attached email is, ugh, juicy. That day, there appears to have been some major disagreements about how Cole handled his response to the ISS, a proxy advisor.
1:
two:
three:
4:
Five:
Yikes.
Each of them said:
The company is Ms. I strongly oppose the claims in Day’s email.
The company’s AGM is taking place on Wednesday and we are sure it will be a fun time for everyone involved.
