UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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EXPLANATORY NOTE
This Form 8-K/A amends the Form 8-K filed by Kohl’s Corporation (the “Company”) with the U.S. Securities and Exchange Commission on February 28, 2023 (the “Original 8-K”) to provide a description of the executive compensation agreement entered into with David Alves in connection with Mr. Alves’ appointment as the Company’s President & Chief Operating Officer and a copy of the agreement. At the time of the filing of the Original 8-K, the terms of this agreement had yet to be definitively determined.
The other disclosure contained under Items 5.02, 8.01 and 9.01 of the Original 8-K is not amended hereby.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Company previously announced that Mr. Alves accepted his appointment as the President & Chief Operating Officer of the Company and the intent to enter into an executive compensation agreement with Mr. Alves on his first date of employment.
On March 27, 2023, Mr. Alves’ first date of employment, Kohl’s, Inc., a wholly owned subsidiary of the Company, and Mr. Alves entered into an executive compensation agreement. Under his executive compensation agreement, Mr. Alves is entitled to certain benefits upon a termination of employment and is subject to certain restrictive covenant obligations.
The foregoing description of the executive compensation agreement does not purport to be complete and is qualified in its entirety by reference to such document, a copy of which is attached as an exhibit to this filing and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 10.1 | Executive Compensation Agreement between David Alves and Kohl’s, Inc. | |
| 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: March 31, 2023 | KOHL’S CORPORATION | |||||
| By: | /s/ Jennifer Kent | |||||
| Jennifer Kent | ||||||
| Senior Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||