SEC Form 8-K filed by Kohl's Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| 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:
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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 5.07. | Submission of Matters to a Vote of Security Holders |
(a) Kohl’s Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on May 14, 2025.
(b) At the Annual Meeting, the Company’s shareholders voted on four proposals. The number of votes cast for or against, and the number of abstentions and any broker non-votes, with respect to each proposal are set forth below. The results detailed below represent final voting results.
Proposal 1 – Election of Directors
The eight individuals nominated by the Board of Directors to serve as Directors were elected for a one-year term and until their successors are duly elected and qualified. The results of the voting on Proposal 1 are as follows:
| Company Nominees |
For | Against | Abstentions | Broker Non-Votes | ||||
| Wendy Arlin |
45,882,473 | 2,952,464 | 260,182 | 28,193,936 | ||||
| Michael J. Bender |
46,448,427 | 2,378,824 | 268,868 | 28,193,936 | ||||
| Yael Cosset |
43,654,464 | 5,182,210 | 258,445 | 28,193,936 | ||||
| H. Charles Floyd |
45,446,244 | 3,385,555 | 263,320 | 28,193,936 | ||||
| Robbin Mitchell |
45,606,521 | 3,035,005 | 453,592 | 28,193,936 | ||||
| Jonas Prising |
43,874,566 | 4,750,142 | 470,410 | 28,193,936 | ||||
| John E. Schlifske |
44,662,136 | 4,167,465 | 265,517 | 28,193,936 | ||||
| Adolfo Villagomez |
46,707,915 | 2,103,685 | 283,518 | 28,193,936 |
Proposal 2 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The results of the voting on Proposal 2 are as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 26,847,609 | 21,735,883 | 511,627 | 28,193,936 |
Proposal 3 – Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending January 31, 2026
The results of the voting on Proposal 3 are as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 72,565,144 | 4,145,330 | 578,581 | 0 |
Proposal 4 – Shareholder Proposal: Shareholder Vote on Executive Severance Payments
The results of the voting on Proposal 4 are as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 5,052,500 | 43,315,928 | 726,690 | 28,193,936 |
(c) Not applicable.
(d) Not applicable.
| Item 8.01. | Other Events |
On May 14, 2025, the Company issued a press release announcing events that 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 14, 2025, the Board of Directors of the Company declared a quarterly cash dividend of $0.125 per share. The dividend will be payable on June 25, 2025, to shareholders of record at the close of business on June 11, 2025. A copy of the press release announcing the dividend is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
||
| 99.1 | Press Release regarding Annual Meeting dated May 14, 2025 | |
| 99.2 | Press Release regarding Dividend dated May 14, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XRBL 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 14, 2025 | KOHL’S CORPORATION | |||||
| By: | /s/ Jennifer Kent | |||||
| Jennifer Kent | ||||||
| Senior Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||