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    SEC Form 8-K filed by Kohl's Corporation

    5/7/25 9:11:49 PM ET
    $KSS
    Department/Specialty Retail Stores
    Consumer Discretionary
    Get the next $KSS alert in real time by email
    8-K
    KOHLS Corp false 0000885639 0000885639 2025-05-05 2025-05-05
     
     

    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 5, 2025

     

     

    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

    Effective May 5, 2025, Christine Day informed Kohl’s Corporation (the “Company”) that she had determined to resign as a member of the Company’s Board of Directors (the “Board”). Ms. Day’s decision was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

    As a result of Ms. Day’s decision, the Board has determined to withdraw her nomination for reelection as a director of the Company at the Company’s annual meeting of shareholders to be held on May 14, 2025. Any votes cast in favor of Ms. Day’s election will not be given effect. The Board has also reduced the number of directors constituting the Board from 11 to 10.

     

    Item 8.01.

    Other Events

    In connection with Michael J. Bender’s appointment as Interim Chief Executive Officer of the Company, he will no longer serve as Chair of the Board in accordance with the Company’s Corporate Governance Guidelines, as previously disclosed. On May 7, 2025, the Board appointed John E. Schlifske to serve as the independent Chair of the Board effective immediately.

    Also on May 7, 2025, the Board formed a CEO search committee to oversee the search for a new CEO.


    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 7, 2025       KOHL’S CORPORATION
        By:  

    /s/ Jennifer Kent

          Name: Jennifer Kent
          Title: Senior Executive Vice President,
          Chief Legal Officer and Corporate Secretary
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