8-K - KSS - Equibles

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 10, 2023

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	001-11084	39-1630919
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)
N56 W17000 Ridgewood Drive<br>Menomonee Falls, Wisconsin	53051
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>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

As previously disclosed in the Current Report on Form 8-K filed by Kohl’s Corporation (the “Company”) dated February 17, 2023, Stephanie A. Streeter retired as a director of the Company effective as of the close of the Annual Meeting (as defined below).

Item 5.07.	Submission of Matters to a Vote of Security Holders

(a) The Company’s 2023 annual meeting of shareholders was held on May 10, 2023 (the “Annual Meeting”).

(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<br> <br>Nominees
Michael J. Bender	73,194,870	4,917,985	12,277,804
Peter Boneparth	71,594,650	6,518,205	12,277,804
Yael Cosset	73,907,302	4,205,553	12,277,804
Christine Day	73,909,946	4,202,909	12,277,804
H. Charles Floyd	73,989,862	4,122,993	12,277,804
Margaret L. Jenkins	74,082,399	4,030,456	12,277,804
Thomas A. Kingsbury	74,384,654	3,728,201	12,277,804
Robbin Mitchell	73,943,589	4,169,266	12,277,804
Jonas Prising	73,629,496	4,483,329	12,277,804
John E. Schlifske	72,574,368	5,538,487	12,277,804
Adrianne Shapira	74,117,044	3,995,811	12,277,804

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
73,072,970	4,791,676	248,209	12,277,804

Proposal 3 – Advisory Vote on the Frequency of Future Shareholder Advisory Votes on the Compensation of the Company’s named executive officers

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

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
74,481,768	173,217	3,243,848	214,022	12,277,804

Proposal 4 – Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024

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

For	Against	Abstain	Broker Non-Votes
84,809,174	5,351,269	230,216	0

(d) Taking into account the shareholders’ non-binding advisory vote, the Company has decided to hold an advisory vote on the compensation of its named executive officers every year until the next required vote on the frequency of future shareholder advisory votes on the compensation of its named executive officers.

Item 8.01	Other Events

On May 10, 2023, 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 10, 2023, the Board of Directors of the Company declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on June 21, 2023 to all shareholders of record at the close of business on June 7, 2023. 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
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Exhibit No.
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99.1	Press Release regarding Annual Meeting dated May 10, 2023
99.2	Press Release regarding Dividend dated May 10, 2023
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 10, 2023	KOHL’S CORPORATION
	By:	/s/ Jennifer Kent
		Jennifer Kent
		Senior Executive Vice President,
		Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

LOGO

Kohl’s Corporation Holds Annual Shareholders Meeting

MENOMONEE FALLS, Wis.—May 10, 2023 — Kohl’s Corporation (NYSE:KSS) (“Kohl’s” or the “Company”) today held its annual shareholders meeting. Following are the preliminary results for the four proposals voted upon by shareholders:

1.	Kohl’s shareholders elected Michael J. Bender, Peter Boneparth, Yael Cosset, Christine Day, H. Charles<br>Floyd, Margaret L. Jenkins, Thomas A. Kingsbury, Robbin Mitchell, Jonas Prising, John E. Schlifske, and Adrianne Shapira to the board of directors for one-year terms, with an average vote in favor of more than<br>94 percent of the votes cast.
2.	An advisory vote to approve the compensation of Kohl’s named executive officers received more than<br>93 percent of the votes cast.
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3.	With respect to an advisory vote on the frequency of future advisory votes on the compensation of Kohl’s<br>named executive officers, a frequency of one year received the highest number of votes, with a vote in favor of more than 95 percent of the votes cast; and
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4.	A proposal to ratify the appointment of Ernst & Young LLP as Kohl’s independent registered public<br>accounting firm for fiscal year 2023 received more than 94 percent of the votes cast.
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Kohl’s 10-K, proxy and information about the company’s 2022 financial performance are available at Corporate.Kohls.com.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “anticipates,” “plans,” “may,” “intends,” “will,” “should,” “expects” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s then current views and assumptions and, as a result, are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K, which are expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking statements relate to the date initially made, and Kohl’s undertakes no obligation to update them.

About Kohl’s

Kohl’s (NYSE: KSS) is a leading omnichannel retailer. With more than 1,100 stores in 49 states and the online convenience of Kohls.com and the Kohl’s App, Kohl’s offers amazing national and private brands at incredible savings for families nationwide. Kohl’s is committed to progress in its diversity, equity and inclusion strategy, and the company’s environmental, social and corporate governance (ESG) stewardship. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohl’s impact in the community or how to join our winning team, visit Corporate.Kohls.com.

Contacts

Investor Relations:

Mark Rupe, (262) 703-1266, mark.rupe@kohls.com

Media;

Jen Johnson, (262) 703-5241, jen.johnson@kohls.com

EX-99.2

Exhibit 99.2

Kohl’s Declares Quarterly Dividend

MENOMONEE FALLS, Wis.—(BUSINESS WIRE)—May 10, 2023—The Board of Directors of Kohl’s Corporation (NYSE:KSS) today declared a regular quarterly dividend of $0.50 per share on the Company’s common stock. The dividend is payable June 21, 2023, to shareholders of record at the close of business on June 7, 2023.

About Kohl’s

Contacts

Investor Relations:

Mark Rupe, (262) 703-1266, mark.rupe@kohls.com

Media:

Jen Johnson, (262) 703-5241, jen.johnson@kohls.com