8-K

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): April 26, 2018

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	1-11084		39-1630919
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
N56 W17000 Ridgewood Drive     Menomonee Falls, Wisconsin		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))

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 8.01

Other Events.

On April 26, 2018, Doug Howe accepted an offer to serve as the Chief Merchandising Officer of Kohl’s Corporation (the “Company”) beginning in May.  In consideration for his employment with the Company, Mr. Howe will receive, among other things, the following:

·

an annualized base salary of $950,000;

·

a signing incentive of $250,000 intended to offset any relocation expenses not covered by the Company’s relocation policy and other obligations;

·

recruitment awards of the Company’s restricted stock to be granted on June 15, 2018 with a value of $4,000,000 and a 2018-2020 LTIP Award valued at $1,750,000, consisting of 60% performance share units and 40% restricted stock; and

·

eligibility to participate in the annual incentive plan, health plans and other benefit plans and perquisites as the Company may establish for its senior executives from time to time.

The Company issued a press release concerning the appointment of Mr. Howe on May 2, 2018 which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 2, 2018

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 4, 2018	KOHL’S CORPORATION
	By:  /s/ Jason J. Kelroy             Jason J. Kelroy Executive Vice President, General Counsel and Secretary

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Kohl’s Names Doug Howe Chief Merchandising Officer

MENOMONEE FALLS, Wis., May 2, 2018 – Kohl’s (NYSE: KSS) today announced 30-year retail veteran Doug Howe has been named the company’s chief merchandising officer. In this role, Howe will be responsible for Kohl’s overall merchandise strategy and all merchandising functions, including buying, planning, product design and development, sourcing, and merchandising transformation efforts. He will continue to drive the company’s key strategies of cultivating a strong portfolio of national and proprietary brands, accelerating speed to market, and delivering strong inventory management. Howe will report directly to CEO-elect Michelle Gass.

“Doug is a proven merchant and a visionary leader with a strong track record of driving growth through compelling products, brands, and customer experiences,” said Gass. “He brings a unique combination of skills given his extensive background in working across digital retail channels, department stores, and mass retailers.”

“I am impressed by Doug’s collaborative leadership style and his passion for developing talent,” Gass continued. “He has a deep respect for Kohl’s and the journey we are on, and I am confident that he will bring great value to our thinking and our plans for the future.”  

“I’m very excited to join Kohl’s – a company I’ve admired for many years,” said Howe. “Specifically, I’m motivated by the unwavering focus placed on product, and the importance of providing customers with quality brands at compelling values. As Kohl’s continues to transform, the future looks very bright, and the evolution in recent years is exciting and inspiring as they are standing out in the industry.”

Prior to joining Kohl’s, Howe was Global Chief Merchandising Officer at the Qurate Retail Group, leading QVC’s and HSN’s product leadership agenda by identifying emerging trends and white spaces for growth, developing category strategies, and attracting top vendors and providing product services to the Group’s businesses. Prior to being named Chief Merchandising Officer for Qurate Retail Group, he led QVC’s Merchandising efforts for ten years and played an instrumental role in the growth of QVC’s fashion business and development of the company’s proprietary businesses.

Prior to QVC, Howe held leadership roles with Gap Inc. in product design and development. He also held various merchandising leadership roles at Walmart, including SVP of Strategy, Design and Development. Howe started his retail career at May Department Stores, where he held several successive positions in the merchandise division, including Senior Vice President & GMM.

Howe earned his bachelor’s degree in business administration from Creighton University.

About Kohl’s 

Kohl’s (NYSE: KSS) is a leading omnichannel retailer with more than 1,100 stores in 49 states. With a commitment to inspiring and empowering families to lead fulfilled lives, Kohl’s offers amazing national and proprietary brands, incredible savings and an easy shopping experience in our stores, online at Kohls.com and on Kohl's mobile app. Throughout its history, Kohl's has given more than $650 million to support communities nationwide. 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 or follow @KohlsNews on Twitter.

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Contact:

Jen Johnson, 262-703-5241, Jen.Johnson@Kohls.com

Julia Fennelly, 262-703-1710, Julia.Fennelly@Kohls.com