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): May 15, 2024

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 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))

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Kohl’s Corporation 2024 Long-Term Compensation Plan

At the 2024 annual meeting of shareholders (the “Annual Meeting”) of Kohl’s Corporation (the “Company”), the Company’s shareholders approved the Kohl’s Corporation 2024 Long-Term Compensation Plan (the “2024 Plan”). The 2024 Plan provides for the following types of awards to our current and former employees and non-employee members of the Company’s Board of Directors (the “Board”):

(i)

stock options,

(ii)

SARs,

(iii)

stock awards, including restricted stock and restricted stock units,

(iv)

performance units,

(v)

performance shares, or

(vi)

substitute awards.

The aggregate number of shares of common stock authorized under the 2024 Plan is 7,650,000 plus unused shares subject to outstanding awards as of March 29, 2024 granted under the prior plan which shall not exceed 4,785,851 shares, resulting in an aggregate pool of no more than 12,435,851.

The foregoing description of the 2024 Plan is qualified in its entirety by reference to the 2024 Plan attached as Annex A to the Proxy Statement on Schedule 14A filed on April 5, 2024, which is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders

(a)	The Company’s Annual Meeting was held on May 15, 2024.

(b)	The final voting results for the proposals presented at the Annual Meeting are as follows:

Proposal 1 – Election of the 11 individuals nominated by the Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified