UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 19, 2023, the Board of Directors of Kohl’s Corporation (“the Company”) increased the size of the Board to thirteen members and appointed Wendy Arlin to fill the new Board seat effective on that date. Ms. Arlin will initially serve on the Board of Directors’ Audit Committee.
As a non-employee director of the Company, Ms. Arlin will participate in the Company’s Non-Employee Director Compensation Program, as described in Exhibit 10.12 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023. Pursuant to the Non-Employee Director Compensation Program, Ms. Arlin is expected to receive an equity award on January 12, 2024. This award, which will be comprised of restricted shares, will have a “grant date fair value” of approximately $145,000, calculated in accordance with FASB ASC Topic 718. The restricted shares will vest on the first anniversary of the date of grant.
Ms. Arlin does not have any arrangement or understanding with any persons pursuant to which she was selected as a director. Ms. Arlin does not have any family relationship with any officer or director of the Company. Further, Ms. Arlin has not been involved in any related transactions or relationships with the Company as defined in Item 404(a) of Regulation S-K.
| Item 8.01. | Other Events. |
A copy of the December 20, 2023 press release announcing Ms. Arlin’s appointment as a director is attached as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated December 20, 2023 Regarding Appointment of New Director | |
| 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: December 20, 2023 |
KOHL’S CORPORATION | |||||
| By: | /s/ Jennifer Kent | |||||
| Jennifer Kent | ||||||
| Senior Executive Vice President, | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||