8-K
KOHLS Corp (KSS)
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 11, 2022
KOHL’S CORPORATION
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-11084 | 39-1630919 | |
|---|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) | |
| N56 W17000 Ridgewood Drive<br><br><br>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 | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | KSS | New York Stock Exchange |
| Preferred Stock Purchase Rights | 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**.**
As previously disclosed in the Current Report on Form 8-K filed by Kohl’s Corporation (the “Company”), dated November 10, 2022, the Company’s independent Chair, Frank Sica, retired effective as of the Company’s 2022 annual meeting of shareholders held on May 11, 2022 (the “Annual Meeting”).
Item 5.07.**** Submission of Matters to a Vote of Security Holders**.**
(a)
At the Annual Meeting, the matters described below were submitted to a vote of security holders.
As of the close of business on March 7, 2022, the record date for the Annual Meeting, 128,680,557 shares of the Company’s common stock, $0.01 par value (“Common Stock”), were outstanding and entitled to vote.
Set forth below are the proposals voted upon at the Annual Meeting, and the final voting results tabulated by First Coast Results, the independent inspector of election (the “Inspector of Election”) for the Annual Meeting. Based on the final results from the Inspector of Election, at least 108,607,716 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing more than 84.4% of the shares entitled to be voted. Under the corporate law of Wisconsin, where the Company is incorporated, abstentions and broker non-votes are counted as present for purposes of determining whether there is a quorum.
(b)
The final voting results for the proposals presented at the Annual Meeting are as follows:
Proposal 1 – Election of Directors
The results of the voting on this proposal are as follows:
Company
Broker Non-
Nominee s
For
Withhold
Votes
Michael J. Bender
67,889,855
2,207,517
0
Peter Boneparth
61,328,212
2,215,428
0
Yael Cosset
67,950,049
2,147,323
0
Christine Day
67,946,012
2,151,360
0
H. Charles Floyd
67,953,063
2,144,309
0
Michelle Gass
72,377,017
2,149,500
0
Margaret L. Jenkins
72,358,454
2,168,063
0
Thomas A. Kingsbury
72,304,224
2,222,293
0
Robbin Mitchell
67,887,378
2,209,994
0
Jonas Prising
67,741,677
2,355,695
0
John E. Schlifske
61,321,350
2,222,290
0
Adrianne Shapira
67,854,950
2,242,422
0
Stephanie A. Streeter
67,760,307
2,337,065
0
Macellum
Broker Non-
Nominee s
For
Withhold
Votes
George R. Brokaw
10,549,699
27,962,652
0
Jonathan Duskin
10,691,805
27,820,546
0
Francis Ken Duane
10,587,642
27,924,709
0
Pamela J. Edwards
44,907,951
158,132
0
Stacy Hawkins
10,544,385
27,967,966
0
Jeffrey A. Kantor
43,322,897
1,743,186
0
Perry M. Mandarino
10,548,799
27,963,552
0
Cynthia S. Murray
10,640,623
27,871,728
0
Kenneth D. Seipel
10,550,303
27,962,048
0
Craig M. Young
10,548,703
27,963,648
0
Accordingly, each of the Company’s nominees for director were elected at the Annual Meeting.
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:
Broker
For
Against
Abstain
Non-Votes
82,962,496
22,759,387
2,887,828
0
Proposal 3 – Ratification of Independent Auditors
The results of the voting on this proposal are as follows:
Broker
For
Against
Abstain
Non-Votes
98,887,344
8,125,103
1,597,269
0
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 13, 2022 | KOHL'S CORPORATION | |
|---|---|---|
| By: | /s/ Jason J. Kelroy | |
| Jason J. Kelroy | ||
| Senior Executive Vice President, | ||
| General Counsel and Corporate Secretary |