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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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:

CompanyBroker Non- 

Nominees   For      Withhold      Votes    

Michael J. Bender 67,889,8552,207,5170 

Peter Boneparth 61,328,2122,215,4280 

Yael Cosset 67,950,0492,147,3230 

Christine Day 67,946,0122,151,3600 

H. Charles Floyd 67,953,0632,144,3090 

Michelle Gass 72,377,0172,149,5000 

Margaret L. Jenkins 72,358,4542,168,0630 

Thomas A. Kingsbury 72,304,2242,222,2930 

Robbin Mitchell 67,887,3782,209,9940 

Jonas Prising67,741,6772,355,6950 

John E. Schlifske61,321,3502,222,2900 

Adrianne Shapira67,854,9502,242,4220 

Stephanie A. Streeter 67,760,3072,337,0650 

MacellumBroker Non- 

Nominees   For      Withhold      Votes    

George R. Brokaw 10,549,69927,962,6520 

Jonathan Duskin 10,691,80527,820,5460 

Francis Ken Duane 10,587,64227,924,7090 

Pamela J. Edwards 44,907,951158,1320 

Stacy Hawkins 10,544,38527,967,9660 

Jeffrey A. Kantor 43,322,8971,743,1860 

Perry M. Mandarino 10,548,79927,963,5520 

Cynthia S. Murray 10,640,62327,871,7280 

Kenneth D. Seipel10,550,30327,962,0480 

Craig M. Young 10,548,70327,963,6480 

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   

82,962,49622,759,3872,887,8280 

Proposal 3 – Ratification of Independent Auditors  

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

Broker 

   For      Against   Abstain  Non-Votes   

98,887,3448,125,1031,597,2690 

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.