KOHLS Corp false 0000885639 0000885639 2025-05-14 2025-05-14
 
 

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 14, 2025

 

 

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Wisconsin   001-11084   39-1630919

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

N56 W17000 Ridgewood Dr.

Menomonee Falls, WI

   53051
(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)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

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:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
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 5.07.

Submission of Matters to a Vote of Security Holders

(a) Kohl’s Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on May 14, 2025.

(b) At the Annual Meeting, the Company’s shareholders voted on four proposals. The number of votes cast for or against, and the number of abstentions and any broker non-votes, with respect to each proposal are set forth below. The results detailed below represent final voting results.

Proposal 1 – Election of Directors

The eight individuals nominated by the Board of Directors to serve as Directors were elected for a one-year term and until their successors are duly elected and qualified. The results of the voting on Proposal 1 are as follows:

 

Company Nominees

    For    Against    Abstentions    Broker
Non-Votes

Wendy Arlin

    45,882,473    2,952,464    260,182    28,193,936

Michael J. Bender

    46,448,427    2,378,824    268,868    28,193,936

Yael Cosset

    43,654,464    5,182,210    258,445    28,193,936

H. Charles Floyd

    45,446,244    3,385,555    263,320    28,193,936

Robbin Mitchell

    45,606,521    3,035,005    453,592    28,193,936

Jonas Prising

    43,874,566    4,750,142    470,410    28,193,936

John E. Schlifske

    44,662,136    4,167,465    265,517    28,193,936

Adolfo Villagomez

    46,707,915    2,103,685    283,518    28,193,936

Proposal 2 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The results of the voting on Proposal 2 are as follows:

 

For

  

Against

  

Abstentions

  

Broker

Non-Votes

26,847,609   21,735,883   511,627   28,193,936

Proposal 3 – Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending January 31, 2026

The results of the voting on Proposal 3 are as follows:

 

For

  

Against

  

Abstentions

  

Broker

Non-Votes

72,565,144   4,145,330   578,581   0

Proposal 4 – Shareholder Proposal: Shareholder Vote on Executive Severance Payments

The results of the voting on Proposal 4 are as follows:

 

For

  

Against

  

Abstentions

  

Broker

Non-Votes

5,052,500   43,315,928   726,690   28,193,936

 

(c) Not applicable.

(d) Not applicable.

 

Item 8.01.

Other Events

On May 14, 2025, the Company issued a press release announcing events that 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 14, 2025, the Board of Directors of the Company declared a quarterly cash dividend of $0.125 per share. The dividend will be payable on June 25, 2025, to shareholders of record at the close of business on June 11, 2025. A copy of the press release announcing the dividend is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

 

  (d)

Exhibits

 

Exhibit
No.		     
99.1    Press Release regarding Annual Meeting dated May 14, 2025
99.2    Press Release regarding Dividend dated May 14, 2025
104    Cover Page Interactive Data File (embedded within the Inline XRBL 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 14, 2025   KOHL’S CORPORATION
    By:  

/s/ Jennifer Kent

      Jennifer Kent
     

Senior Executive Vice President,

Chief Legal Officer and

Corporate Secretary

EXHIBIT 99.1

 

LOGO

Kohl’s Corporation Holds Annual Meeting of Shareholders

MENOMONEE FALLS, Wis—(BUSINESS WIRE)—May 14, 2025—Kohl’s Corporation (NYSE: KSS) (“Kohl’s” or the “Company”) today held its 2025 Annual Meeting of Shareholders. Below are the results of shareholder voting on the four proposals presented at the meeting.

 

  1.

Kohl’s shareholders elected Wendy Arlin, Michael J. Bender, Yael Cosset, H. Charles Floyd, Robbin Mitchell, Jonas Prising, John E. Schlifske, and Adolfo Villagomez to the Board of Directors, each for a one-year term or until their successors are duly elected and qualified.

 

  2.

Kohl’s shareholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers for fiscal 2024.

 

  3.

Kohl’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026.

 

  4.

The shareholder proposal concerning a shareholder vote on executive severance payments was not approved.

Final voting results, including the number of votes cast for or against and the number of abstentions and any broker non-votes, will be reported in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

About Kohl’s

Kohl’s (NYSE: KSS) is a leading omnichannel retailer built on a foundation that combines great brands, incredible value and convenience for our customers. Kohl’s is uniquely positioned to deliver against its long-term strategy and its purpose to take care of families’ realest moments. Kohl’s serves millions of families in its more than 1,100 stores in 49 states, online at Kohls.com, and through the Kohl’s App. With a large national footprint, Kohl’s is committed to making a positive impact in the communities it serves. 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

Media:

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

EXHIBIT 99.2

 

LOGO

Kohl’s Corporation Declares Quarterly Dividend

MENOMONEE FALLS, Wis—(BUSINESS WIRE)—May 14, 2025—The Board of Directors of Kohl’s Corporation (NYSE: KSS) (“Kohl’s” or the “Company”) today declared a regular quarterly dividend of $0.125 per share on the Company’s common stock. The dividend is payable June 25, 2025, to shareholders of record at the close of business on June 11, 2025.

About Kohl’s

Kohl’s (NYSE: KSS) is a leading omnichannel retailer built on a foundation that combines great brands, incredible value and convenience for our customers. Kohl’s is uniquely positioned to deliver against its long-term strategy and its purpose to take care of families’ realest moments. Kohl’s serves millions of families in its more than 1,100 stores in 49 states, online at Kohls.com, and through the Kohl’s App. With a large national footprint, Kohl’s is committed to making a positive impact in the communities it serves. 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:

Jill Timm, (262) 703-2203, jill.timm@kohls.com

Media:

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

v3.25.1
Document and Entity Information
May 14, 2025
Cover [Abstract]  
Entity Registrant Name KOHLS Corp
Amendment Flag false
Entity Central Index Key 0000885639
Document Type 8-K
Document Period End Date May 14, 2025
Entity Incorporation State Country Code WI
Entity File Number 001-11084
Entity Tax Identification Number 39-1630919
Entity Address, Address Line One N56 W17000 Ridgewood Dr.
Entity Address, City or Town Menomonee Falls
Entity Address, State or Province WI
Entity Address, Postal Zip Code 53051
City Area Code (262)
Local Phone Number 703-7000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $.01 par value
Trading Symbol KSS
Security Exchange Name NYSE
Entity Emerging Growth Company false
Kohls (NYSE:KSS)
Historical Stock Chart
From Jun 2025 to Jul 2025 Click Here for more Kohls Charts.
Kohls (NYSE:KSS)
Historical Stock Chart
From Jul 2024 to Jul 2025 Click Here for more Kohls Charts.