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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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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 5.02. | 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 Nominees |
For | Against | Broker Non-Votes |
|||||||||
| 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 |
(c) Not applicable.
(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 |
| Exhibit No. | ||
| 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 | ||||||
