The Complaint alleges that throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Kohl’s 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 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. On May 19, 2022, Kohl’s issued a press release announcing the Company’s fiscal Q1 2022 results, reporting, among other items, a net sales figure expected to grow up to only 1% (compared to Wall Street consensus growth of 1.94%), earnings per share of $0.11 (missing estimates by $0.59), a revenue figure which only barely edged expectations, and the Company’s decision to cut its full year earnings forecast. These results were at odds with the Defendants’ representations regarding the successful execution of the Company’s Strategic Plan, which was purportedly poised to drive top-line growth and position the Company for long-term success. Further, the press release quoted Kohl’s Chief Executive Officer Defendant Michelle Gass, who stated, in relevant part, “[t]he year has started out below our expectations. Following a strong start to the quarter with positive low-single digits comps through late March, sales considerably weakened in April as we encountered macro headwinds related to lapping last year’s stimulus and an inflationary consumer environment.” Then, on May 20, 2022, Macellum Advisors GP, LLC (“Macellum”), “a long-term holder of nearly 5% of the outstanding common shares of Kohl’s,” issued a statement addressing “[t]his quarter’s extremely disappointing results,” which Macellum attributed to a “flawed strategic plan and an inability to execute.” Macellum also stated that “the current Board appears to have withheld material information from shareholders about the state of Kohl’s in the lead-up to this year’s pivotal annual meeting,” which “suggests to us a clear breach of fiduciary duty.” On this news, Kohl’s stock price fell $5.84 per share, or 12.97%, to close at $39.20 per share on May 20, 2022.