Things go from bad to worse at Kohl’s

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Mention kohl around FT Alphaville and our first thought will usually be about our second-favourite Robert Smith.

But recently another Kohl’s been on our mind, following some salacious US corporate news. As mainFT reported last week:

Kohl’s removed its new chief executive alleging he had violated conflict-of-interest policies involving outside vendors, marking another setback for the struggling US department store chain.

Or, as the Wall Street Journal more directly put it:

Kohl’s boss Ashley Buchanan tried to funnel business to a romantic partner and lost his job.

In a filing announcing his departure, Kohl’s said:

Mr. Buchanan’s termination follows an investigation conducted by outside counsel and overseen by the Audit Committee of the Board, during which it was found that Mr. Buchanan had directed that the Company conduct business with a vendor founded by an individual with whom Mr. Buchanan has a personal relationship on highly unusual terms favorable to the vendor and that he also caused the Company to enter into a multi-million dollar consulting agreement wherein the same individual was a part of the consulting team.

The saga of Buchanan and Chandra Holt — star-crossed lovers who met whilst working at Walmart — is undoubtedly one that we’ll see on the silver screen soon enough.

Buchanan, out just a few months after joining Kohl’s Corporation, has had to forfeit his equity awards and will be forced to reimburse the company for a pro-rata portion of his $2.5mn “signing incentive”.

It’s embarrassing for Buchanan, and also not great for Kohl’s, which frankly wasn’t having the best of times when he joined.

So it’s remarkable that things have now got even worse.

On Thursday, Kohl’s made another filing, this time saying director Christine Day had resigned from its board. The filing and an associated proxy update said:

Ms. Day’s decision was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

The reality seems to have been a bit more complicated. In another 8-K filing last night, the company was forced to offer a bit more detail:

As previously disclosed, effective May 5, 2025, Christine Day informed Kohl’s Corporation (the “Company”) that she had determined to resign as a member of the Company’s Board of Directors (the “Board”). Copies of Ms. Day’s resignation emails are attached hereto as Exhibits 99.1 and 99.2. Ms. Day was a member of the Board’s Compensation Committee, Audit Committee and Finance Committee.

On May 8, 2025 and on May 9, 2025, Ms. Day sent emails indicating that she has disagreements with the Board. Copies of those emails are attached hereto as Exhibits 99.3, 99.4 and 99.5. The disagreements relate to how the Company responded to the ISS recommendation on the say-on-pay proposal set forth in the Company’s proxy statement dated March 28, 2025 and board process matters.

It seems Day was not quite as content as the initial filings may have indicated.

The attached emails, are, uh, juicy: it seems Day had some major disagreements over how Kohl’s handled its response to ISS, the proxy adviser.

One: