8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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<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. ☐

EXPLANATORY NOTE

This Form 8-K/A amends the Form 8-K filed by Kohl’s Corporation (the “Company”) with the U.S. Securities and Exchange Commission on May 8, 2025 (the “Original 8-K”) to provide additional disclosure under Item 5.02 based on communications received subsequent to that filing and to file exhibits under Item 9.01.

The other disclosure contained under Items 8.01 of the Original 8-K is not amended hereby.

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(a) As previously disclosed, 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”). Copies of Ms. Day’s resignation emails are attached hereto as Exhibits 99.1 and 99.2. Ms. Day was a member of the Board’s Compensation Committee, Audit Committee and Finance Committee.

On May 8, 2025 and on May 9, 2025, Ms. Day sent emails indicating that she has disagreements with the Board. Copies of those emails are attached hereto as Exhibits 99.3, 99.4 and 99.5. The disagreements relate to how the Company responded to the ISS recommendation on the say-on-pay proposal set forth in the Company’s proxy statement dated March 28, 2025 and board process matters.

The Company strongly disagrees with the assertions in Ms. Day’s emails.

In accordance with the requirements of Item 5.02 of Form 8-K, the Company will provide Ms. Day with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.

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.

Item 9.01.	Financial Statements and Exhibits

(d) Exhibits

Exhibit<br> <br>No.
99.1	Christine Day Resignation
99.2	Christine Day Resignation
99.3	Email from Christine Day dated May 8, 2025
99.4	Email from Christine Day dated May 9, 2025
99.5	Email from Christine Day dated May 9, 2025
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 9, 2025		KOHL’S CORPORATION
	By:	/s/ Jennifer Kent
		Name: Jennifer Kent
		Title: Senior Executive Vice President,
		Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

From: christine day <[ . . .]>

Date: Mon, May 5, 2025 at 8:45 AM

Subject: Re: Updated Recommendation Regarding Plan to Address Say on Pay Vote

To: Jonas Prising <[ . . .]>, John Schlifske <[ . . .]>, Jennie Kent <[ . . .]>

John and Jonas,

I will not be joining the comp call this morning.

I have made the decision to resign from the Kohl’s Board of Directors effective immediately.

I will send a separate letter to John as head of Nom/Gov. to make it official.

Jenny, please have Nicole cancel my travel arrangements.

Sincerely,

Christine

Sent from my iPhone

EX-99.2

Exhibit 99.2

From: christine day <[ . . . ]>

Date: Mon, May 5, 2025 at 9:10 AM

Subject: Resignation

To: John Schlifske <[ . . .]>

Cc: Jennie Kent <[ . . .]>, Christine Day <[ . . .]>

John,

Please accept this as my official notice of resignation from the Kohl’s Board of Directors.

Sincerely,

Christine Day

Sent from my iPhone

EX-99.3

Exhibit 99.3

From: christine day < [. . .]>

Date: Thu, May 8, 2025 at 9:32 AM

Subject: Re: Updated Recommendation Regarding Plan to Address Say on Pay Vote

To: Jennie Kent < [ . . .]>

Cc: Christine Day < [. . .]>, John Schlifske < [. . .]>

Jennie,

I want to stress my concern that this is an inappropriate way to handle this.

All shareholders deserve the same access to the same information.

[ . . .] and for us to not respond to ISS is not good governance.

In the 8K filing, for my departure, it would not be accurate to say I have no disagreements with the board.

Unfortunately I have been continually disappointed with the level of governance process.

The 8k needs to reflect this.

Christine

Sent from my iPhone

EX-99.4

Exhibit 99.4

From: christine day <[ . . . ]>

Sent: Friday, May 9, 2025 12:59 AM

To: Drewry, Christopher (CH) <[ . . . ]>

Cc: [ . . . ]

Subject: Re: Kohls: Draft SEC Filings

EXTERNAL EMAIL - Purported sender: christine day <[ . . . ]> emailing from [ . . . ]

Please confirm that this is the sender’s correct address before replying, clicking a link, or opening an attachment.

Chris,

My issue with this is the disagreements were documented before the 8th. Both by phone and text messages to other directors and in the response I wrote to the original email where I stated I would not attend the comp committee as I was resigning. In that email I stated I would send a separate email to John who was not copied on that privileged document, to resign.

My objections and conversations with other board members were known by several board members at the time the 8k was circulated for review (not to me) at Wednesday’s meeting.

It appears my emails and discussions were deliberately treated separately in order to file the first 8k with the no conflicts caveats. I had no opportunity to give input or review the filing.

If I agree to this statement and then was later questioned and the truth came out about the prior emails and texts, how would you reconcile that I had to send a second email on just that one topic, which was also received by the company prior to the post market release of the first 8k?

How can you [ . . . ] not respond to ISS and share material information with only select shareholders? A recommendation reached in a discussion with the person who has been reluctant to disclose the full known risks to all board members and even all board chairs or exec committee before the vote for him to be interim CEO?

There were several other issues. The same lack of disclosure issues arose with [ . . . ]. The decision was handled by Michael behind the scene—not by

[ . . . ], directly with [ . . . ]. It could be argued it was the right decision, but it was handled the wrong way. [ . . . ].

There is no delegation to committees or chairs, Michael “handles” everything, maybe speaks to one person or 2, then “tells” everyone what the decision is. Some people know more than others leading to board members feeling alienated, out of the loop, and worse—developing a culture where real discussions rarely occur.

As directors, we all get sued together - so transparency with risks is a requirement for trust and accountability. To place other directors in position of making a decision without full disclosure of risks is unacceptable. And it has been going on far too long.

It is not just a one time issue. I gave a recap to John on our board review call last Thursday of several significant process gaps, and risks that I had taken to Michael and Jennie, and then John, Yael and Wendy. I also told John I was considering leaving over it.

Then came the ISS email. It was the last straw.

There is simply no way the Board could have interpreted my resignation as having no conflict issues.

This was a deliberately selective edit.

So you will have to correct the filing as a mis-statement. Not an after the fact email.

Christine

Sent from my iPhone

EX-99.5

Exhibit 99.5

From: christine day <[ . . . ]>

Sent: Friday, May 9, 2025 8:57 AM

To: Drewry, Christopher (CH) <[ . . . ]>; John Schlifske <[ . . . ]>

Cc: Christine Day <[ . . . ]>

Subject: Statement

EXTERNAL EMAIL - Purported sender: christine day <[ . . . ]> emailing from [ . . . ] Please confirm that this is the sender’s correct address before replying, clicking a link, or opening an attachment.

Here is a draft of my statement.

Christine

“My departure from the Kohl’s Board is based on disagreements regarding adherence to protocols and processes which guide conversations and ensure full transparency and accountability.

All board members should have equal access to information and fully discuss risks before votes are held.

All shareholders should have equal access to the same information.

When mistakes are made, reflection of accountability and root causes should be rigorously examined, not smoothed over.”

Sent from my iPhone