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Investing.com -- On Thursday, Kohl’s Corp (NYSE:KSS) announced that board member Christine Day resigned effective May 5, 2025, stating it “was not due to any disagreements.”  Ms. Day has taken exception to that explanation, and today, the company updated its filing to reflect that she disagrees with the Board regarding how the Company responded to the ISS recommendation on the say-on-pay proposal.

Day’s resignation also follows the surprise firing of former CEO Ashley Buchanan on May 1, 2025.  Buchanan was let go after he was caught steering business to someone he had a romantic relationship with, later identified as Chandra Holt.

In a series of emails sent from May 8-9, following her resignation, Day criticized the board’s response to shareholder advisory firm ISS and the company’s approach to transparency.  Day insisted that her disagreements were well documented before the filing and known by several board members.

Day’s objections were not only regarding the response to ISS but also extended to the board’s decision-making processes. She highlighted issues with the lack of disclosure and the manner in which decisions were made by interim CEO Michael Bender, often without full board discussions or proper delegation to committees. According to Day, this approach led to a culture where "real discussions rarely occur" and board members felt "alienated" and "out of the loop."

The former director emphasized the importance of transparency and accountability, especially in light of the risks associated with board decisions. She argued that it is essential for all directors to be fully informed of risks before voting, as they collectively bear the legal consequences of their actions.

Day’s draft statement on her departure underscored her stance on governance issues, stating that all board members should have equal access to information and fully discuss risks before votes. She also stressed that all shareholders should be privy to the same information and that accountability should be a priority when mistakes occur.

The company stated that it “strongly disagrees with the assertions in Ms. Day’s emails.”

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