SEC Form 8-K filed by Kohl's Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2024

 

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Wisconsin		001-11084		39-1630919
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin		53051
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (262) 703-7000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 par value		KSS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Kohl’s Corporation 2024 Long-Term Compensation Plan

At the 2024 annual meeting of shareholders (the “Annual Meeting”) of Kohl’s Corporation (the “Company”), the Company’s shareholders approved the Kohl’s Corporation 2024 Long-Term Compensation Plan (the “2024 Plan”). The 2024 Plan provides for the following types of awards to our current and former employees and non-employee members of the Company’s Board of Directors (the “Board”):

 

(i)

stock options,

(ii)

SARs,

(iii)

stock awards, including restricted stock and restricted stock units,

(iv)

performance units,

(v)

performance shares, or

(vi)

substitute awards.

The aggregate number of shares of common stock authorized under the 2024 Plan is 7,650,000 plus unused shares subject to outstanding awards as of March 29, 2024 granted under the prior plan which shall not exceed 4,785,851 shares, resulting in an aggregate pool of no more than 12,435,851.

The foregoing description of the 2024 Plan is qualified in its entirety by reference to the 2024 Plan attached as Annex A to the Proxy Statement on Schedule 14A filed on April 5, 2024, which is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders

 

(a)	The Company’s Annual Meeting was held on May 15, 2024.

 

(b)	The final voting results for the proposals presented at the Annual Meeting are as follows:

Proposal 1 – Election of the 11 individuals nominated by the Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified

The results of the voting on this proposal are as follows:

 

Company Nominees		For		Against		Abstain		Broker Non-Votes
Wendy Arlin		72,640,048		403,275		193,683		73,237,007
Michael J. Bender		72,154,900		883,727		198,379		73,237,007
Yael Cosset		71,524,813		1,510,337		201,857		73,237,007
Christine Day		72,339,077		698,983		198,946		73,237,007
H. Charles Floyd		71,447,829		1,590,691		198,486		73,237,007
Thomas A. Kingsbury		72,494,678		541,384		200,944		73,237,007
Robbin Mitchell		72,244,526		794,494		197,986		73,237,007
Jonas Prising		71,203,579		1,829,641		203,786		73,237,007
John E. Schlifske		69,562,699		3,468,398		205,909		73,237,007
Adrianne Shapira		71,379,128		1,660,961		196,917		73,237,007
Adolfo Villagomez		72,617,872		413,152		205,982		73,237,007

Proposal 2 – Advisory Vote on the Compensation of the Company’s named executive officers

The results of the voting on this proposal are as follows:

 

For		Against		Abstain		Broker Non-Votes
67,443,157		5,535,291		258,558		73,237,007

Proposal 3 – Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2025

The results of the voting on this proposal are as follows:

 

For		Against		Abstain		Broker Non-Votes
85,653,392		4,328,776		270,453		0

Proposal 4 – Approval of the Kohl’s Corporation 2024 Long-Term Compensation Plan

The results of the voting on this proposal are as follows:

 

For		Against		Abstain		Broker Non-Votes
68,342,382		4,739,955		154,669		73,237,007

Proposal 5 – Shareholder Proposal—Corporate Financial Sustainability Report

The results of the voting on this proposal are as follows:

 

For		Against		Abstain		Broker Non-Votes
4,165,009		68,595,949		476,048		73,237,007

 

(c)	Not applicable.

 

(d)	Not applicable.

 

Item 8.01

Other Events

On May 15, 2024, the Company issued a press release announcing events which took place in connection with the Annual Meeting. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On May 15, 2024, the Board of Directors of the Company declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on June 26, 2024 to all shareholders of record at the close of business on June 12, 2024. A copy of the press release announcing the dividend is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit No.
10.1		Kohl’s Corporation 2024 Long-Term Compensation Plan, incorporated by reference to Annex A to the Proxy Statement on Schedule 14A filed on April 5, 2024
99.1		Press Release regarding Annual Meeting dated May 15, 2024
99.2		Press Release regarding Dividend dated May 15, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 15, 2024