Allegations
(i) Kohl’s new strategic framework to “drive top-line growth,” “expand operating margin,” and become “the most trusted retailer of choice for the active and casual lifestyle” (the “Strategic Plan”) was not well tailored to achieving the Company’s stated goals; (ii) the defendants had likewise overstated the Company’s success in executing its Strategic Plan; (iii) Kohl’s had deficient disclosure controls and procedures, internal control over financial reporting, and corporate governance mechanisms; (iv) as a result, the Company’s board of directors was able to and did withhold material information from shareholders about the state of Kohl’s in the lead-up to the Company’s annual meeting; (v) all the foregoing, once revealed, was likely to have a material negative impact on Kohl’s financial condition and reputation; and (vi) as a result, the Company’s public statements were materially false and misleading at all relevant times.