KSS Kohls Corporation

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):  November 8, 2017

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

On November 8, 2017, the Board of Directors of Kohl ’ s Corporation (the “ Company ” ) increased the size of the Board to eleven members and elected H. Charles Floyd to fill the new Board seat effective immediately.  Mr. Floyd will initially serve on the Board of Directors ’ Governance and Nominating Committee.  A copy of the press release announcing the election is attached as Exhibit 99.1 and incorporated herein by reference.

As a non-employee director of the Company, Mr. Floyd will participate in the Company ’ s Non-Employee Director Compensation Program, as described on Exhibit 10.16 of the Company ’ s Annual Report on Form 10-K for the fiscal year ended January 28, 2017.  Pursuant to the Non-Employee Director Compensation Program, Mr. Floyd is expected to receive an equity award on December 15, 2017.  This award, which will be comprised of restricted shares, will have a “ grant date fair value ” of approximately $110,000, calculated in accordance with FASB ASC Topic 718.  The restricted shares will vest on the first anniversary of the date of grant.

Mr. Floyd does not have any arrangement or understanding with any persons pursuant to which he was elected to serve as a director, except as described herein.  Mr. Floyd does not have any family relationship with any officer or director of the Company.  Further, Mr. Floyd has not been involved in any related transactions or relationships with the Company as defined in Item 404(a) of Regulation S-K.