Kohl's Corporation (KSS) Earnings Call Transcript & Summary

Good morning. I'm Frank Sica, Chairman of the Kohl's Board of Directors. I would like to welcome you to the Kohl's 2020 Annual Meeting of Shareholders and call this meeting to order. At this time, given the virtual format of this year's meeting, I would like to introduce Jason Kelroy, Kohl's General Counsel and Corporate Secretary, to moderate and conduct the official portion of this meeting.

Thank you, Frank. Kohl's is disappointed that we were unable to conduct our meeting with our shareholders in person due to the COVID-19 pandemic. However, we are pleased to offer this virtual format. I'd like to begin with mentioning that several people have joined us virtually for today's meeting. In addition to Frank Sica, other outside members of Kohl's Board of Directors standing for reelection are joining us as well as Michelle Gass, Kohl's Chief Executive Officer, and select members of our senior leadership team. Brian Kennedy of Ernst & Young, Kohl's independent auditor, is also participating virtually. And finally, [ Charlie Svade ] of Broadridge Financial Solutions is participating. Broadridge has provided the tabulation services for this meeting, and Charlie and I are serving as Kohl's inspectors of election. A sufficient number of the voting shares of the company are present by proxy to constitute a quorum. I assume most shareholders participating this morning have already voted by proxy. If you have already voted by mailing in a completed proxy card or by voting over the Internet or telephone, your vote has already been counted and you do not need to vote today. Any shareholders who have not yet voted or wish to change their votes may do so now by clicking on the Vote Here button on your screen. Each item being voted on today is detailed in Kohl's March 26, 2020, proxy statement. Please note that the polls will close following the presentation of each of the shareholder proposals. After voting is completed and I provide the preliminary results, Michelle Gass will wrap up by responding to submitted questions pertinent to this meeting. [Operator Instructions] As noted in our proxy statement, this meeting is scheduled to last less than 30 minutes. We will address as many questions as time permits. The first item on the agenda is the election of 11 directors for 1-year terms. No other nominations can properly be brought for the meeting, so I declare the nominations closed. The second item on the agenda is the ratification of Kohl's independent registered public accounting firm. Upon the recommendation of the Audit Committee, the Board of Directors has approved the selection of Ernst & Young as our independent auditors for fiscal 2020 and recommends shareholder ratification of that action. The next agenda item is an advisory vote on the compensation of our named executive officers. Upon the recommendation of the Compensation Committee, the Board of Directors recommends shareholders approve the compensation of our named officers as detailed in our proxy materials. The next item on the agenda is a shareholder proposal submitted by Mr. John Chevedden regarding shareholder right to act by written consent. The text of the proposal, the proponent's supporting statement and the Board's statement of opposition are all included in the proxy materials. We will now connect with Ms. [ Cam Franklin ] to present the proposal on behalf of the proponent. Out of respect for the other shareholders participating and to allow time to address questions, we ask Ms. [ Franklin ] to limit comments to a period of 3 minutes. Ms. [ Franklin ], you're now on the line.

Great. Good morning. Proposal 4, right to act by written consent, John Chevedden as sponsor. Shareholders request that the Board of Directors take the necessary steps to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. Hundreds of major companies enable shareholder action by written consent. This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67% support at both Allstate and Sprint. This proposal topic might have received a still higher vote than 67% at Allstate and Sprint if more shareholders had access to independent corporate government's data and recommendations. The right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call a special meeting. This seems to be the conclusion of the Intel Corporation shareholder vote at the 2019 Intel Annual Meeting. The directors at Intel apparently thought they could divert shareholder attention away from written consent by making it easier for shareholders to call a special meeting. However, Intel shareholders responded with greater support for written consent in 2019 compared to 2018. Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside of a normal annual meeting cycle like the election of a new director. This is important to consider after the number of 2019 negative votes in regard to Kohl's executive pay. 12% of shares voted against Kohl's executive pay in 2019 when only 5% of shares voted against executive pay at a larger percentage of companies. Adoption of written consent might incentivize our combined Chairman/ CEO, Frank Sica, to perform better. Mr. Sica was rejected by 10% of shareholders in 2019 and lead director, Stephen Watson, received the second highest 2019 negative votes for a Kohl's director. Written consent won 44% support at Capital One Financial Corporation in 2018, and this increased to 56% support in 2019. Written consent won 47% support at United Rentals, Inc. in 2018 and was increased to 51% support in 2019. Please vote yes, right to act by written consent, proposal #4. Thank you very much.

Thank you for your comments. The final item on the agenda is a shareholder proposal submitted by the Rose Foundation regarding adoption of an animal welfare policy. The text of the proposal, the proponent's supporting statements and the Board's statement of opposition are all also included in the proxy materials. We will now connect with Ms. Brianna Harrington to present the proposal on behalf of the proponent. Out of respect for the other shareholders participating and to allow time to address questions, we again ask Ms. Harrington to limit comments to a period of 3 minutes. Ms. Harrington, you're now on the line.

Thank you so much. Good morning. I'm Brianna Harrington, Shareholder Advocacy Coordinator at Harrington Investments, Inc. On behalf of the Rose Foundation, I'm moving item #5, the shareholder proposal requesting the company adopt an animal welfare policy. The proposal requests Kohl's adopt a comprehensive and universal policy on animal welfare, which will not only create consistency between stated company values and company practices but would enhance company and shareholder value. Kohl's opposition statements to our proposal claims their processes and procedures ensure all merchandise sold has been managed and done so in full compliance with all applicable laws. The fatal flaw with our company's argument against the proposal is that many of the vendors and manufacturers creating or contributing to products in the company's supply chain operate in countries where: one, there are no animal welfare laws or legal standards of humane animal treatment; and two, existing animal welfare laws are weak or inconsistently enforced or not enforced at all. Many of the countries that are major producers of animal-derived textiles and finished goods are notorious for their inhumane treatment of animals used in the international clothing industry. The issue is compounded by the fact that in addition to [indiscernible] and sometimes completely absent local laws protecting animal welfare, there is no overarching international law addressing the prevention of animal cruelty. Whether a retail product sold at Kohl's is made with fur, angora, down, wool, leather or any other animal source product is irrelevant. The fact that it is sourced from an animal is the main point, and it should be sourced ethically and humanely or ideally not at all. Nothing contained in this proposal is disingenuous. The sheer fact that our company is not willing to establish an animal welfare policy or some sort of framework, which establishes a code of conduct for vendors to follow throughout the supply chain regarding animal welfare, is shocking that any company would refuse such actions or offering protections for animals is very concerning. It shows a lack of human compassion for other animals. Furthermore, the fact that there have been similar proposals previously introduced at Kohl's regarding animal welfare show that there, in fact, is concern and interest in such issues, and these issues and concerns will certainly not go away. Retail giants, Macy's and Bloomingdale's, announced they'll be fur-free by the end of this year. Over a dozen countries have passed laws enhancing animal welfare with many more pending, further emphasizing the growing disapproval regarding animal cruelty. So whether Kohl's voluntarily adopts a comprehensive animal welfare policy, laws may soon require eliminating cruelly sourced animal products. The momentum behind animal welfare and against animal cruelty is mounting and will only continue to grow. Until Kohl's addresses these matters in a substantial and significant way, risk to the company will only increase. The only way to protect the animals and our company is to put language within the governance documents to establish Board oversight through a policy against animal cruelty. Doing this would make it a fiduciary duty of the Board of Directors to ensure the humane and ethical treatment of animals throughout Kohl's supply chain. Thank you so much.

Thank you for your comments. That concludes the matters to be voted upon as outlined in the notice of the annual meeting. The polls are now closed. I have received the preliminary voting results from Broadridge, which are subject to final tabulation and validation by an inspector of election. These preliminary results do not include any shares voted on the Internet portal during today's meeting but include all the votes cast prior to the meeting, representing more than 84% of the outstanding shares. With respect to the election of directors, each director was elected for a 1-year term with an average vote of more than 97% of the votes cast. The proposal to ratify the appointment of Ernst & Young received more than 92% of the votes cast. With respect to the advisory vote on compensation, more than 91% of votes cast were voted for the approval of the compensation of our named executive officers. With respect to the shareholder proposal concerning shareholder right to act by written consent, less than 8% of the votes cast were voted in favor of the proposal. And finally, with respect to the shareholder proposal concerning the adoption of an animal welfare policy, less than 6% of the votes cast voted in favor of the proposal. Official results will be made available and filed with the SEC on a Form 8-K upon final tabulation and validation by the inspectors of election. That concludes our formal business, and I will now invite Michelle Gass, Kohl's Chief Executive Officer, to respond to questions submitted from our shareholders.

Michelle, as we're polling together the shareholder questions submitted online, I know that one question on the minds of many right now is how is Kohl's navigating the COVID-19 pandemic, including the criteria Kohl's will use to reopen its stores.

Thank you, Jason, and thanks to all of you for joining us today. As you can appreciate, like most other retailers, our business has been significantly impacted by the COVID-19 pandemic. Our top priority from the outset has been to safeguard the health and well-being of our associates, customers and communities, and we've taken a number of measures to ensure this. We closed our stores on March 20 and then only just recently begun to open some of them. Stores are a very important part of our business, accounting for approximately 75% of sales last year. We're excited to have 25% of our stores reopened as of this week and look forward to reopening the entire fleet in the future. During this time, we've leaned into our digital business, which, as you know, has been growing rapidly for many years, and last year accounted for approximately 25% of our sales. We recently launched Store Drive Up on April 2 in most stores, which allows customers the opportunity to get items in a contact-free environment. This is similar to our Buy Online, Pick Up In Store capability, but customers remain in the car with store drive-by. We've also had to manage our expenses very tightly in this environment. As an organization, we have a long history of operational excellence discipline, which is serving us well. We are working to manage inventory lower and have reduced expenses across the business, including store payroll, marketing, technology and operations. We've also increased our liquidity through lower capital expenditures, spending capital returns such as share repurchases and the dividend and adjusting our capital structure by amending and increasing the size of our revolver and tapping the capital markets through bond issuance. Through all these efforts, we believe that we have positioned the business to navigate through the current pandemic. And specifically, as it relates to the criteria on how we're making the decisions on how and when to open stores, we have taken a very thoughtful and rigorous approach following a set of criteria, including state guidelines, health data, store readiness and field insight to help us determine the timing of store reopenings. And as I just mentioned, currently, 25% of our total store base is open, and we're looking forward to welcoming back our associates and our customers to the rest of our fleet. Thank you for the question.

Okay, Michelle. The next question we have then relates to passive ownership interest and asks whether the Board sees a growing ownership concentration as a positive or negative development as regards to long-term corporate planning and performance.

Thanks, Jason, for the question. Overall, we manage our business for the benefit of all of our shareholders, and we're focused on total shareholder return over the long term. In addition, our interests are aligned with several of their interests such as ESG. Thanks for the question, Jason.

The next question we received is, what percent of employees can work mostly from home?

So as we think about our overall associate base, we have associates who work in corporate facilities and associates who work in our stores and distribution centers. As it relates to our corporate facilities, and that includes our office here in Wisconsin, in New York, in California, and also now as it relates to our call centers, the vast majority of our associates are now working from home. Of course, as it relates to our distribution centers, our e-commerce fulfillment centers and our store associates, they are unable to work from home. And as I said, we're looking forward to getting our associates back to work as our stores reopen.

And we have a question submitted as whether stock buybacks are authorized in 2020.

As it relates to the COVID-19 impacts and our need to ensure liquidity, share repurchases have been suspended in 2020 as previously announced. Thanks for the question.

And the next question is -- that we were asked relates to how Kohl's is responding to overseas factory or other issues related to COVID. They referenced media reports talking about Kohl's canceling contracts. Can you speak to that?

Sure. So first of all, it's important to note that Kohl's is abiding by all of its contractual obligations. With closing all of our stores for over 6 weeks, that puts tremendous pressure on our business. Where we have the contractual right to do so, we did cancel certain orders, but we're working very closely with our vendor base as we navigate the coming time. We didn't take this action lightly, but given our responsibility to call shareholders and our own associates and given the seasonality of goods and inability to place them in our stores given the store closures, this was an action we deem necessary. Kohl's has a long history of partnering very well with all of our vendors. We'll continue to do so through this crisis.

Thank you, Michelle. At this point in time, that will conclude the meeting and the meeting is adjourned. Thank you all for joining us today.