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 13, 2020
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 5.07. Submission of Matters to a Vote of Security Holders.
The following matters were voted upon at the 2020 annual meeting of shareholders held on May 13, 2020:
(1)Proposal to elect 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.
The results of the voting on this proposal are as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
Michael Bender | 113,624,624 | | 1,387,218 | | 122,696 | | 17,250,119 |
Peter Boneparth | 111,107,994 | | 3,906,189 | | 120,355 | | 17,250,119 |
Steven A. Burd | 110,908,796 | | 4,103,527 | | 122,215 | | 17,250,119 |
Yael Cosset | 113,609,901 | | 1,402,066 | | 122,571 | | 17,250,119 |
H. Charles Floyd | 111,249,923 | | 3,763,529 | | 121,086 | | 17,250,119 |
Michelle Gass | 114,078,537 | | 946,610 | | 109,391 | | 17,250,119 |
Jonas Prising | 111,919,772 | | 3,082,750 | | 132,016 | | 17,250,119 |
John E. Schlifske | 112,903,509 | | 2,100,043 | | 130,986 | | 17,250,119 |
Adrianne Shapira | 113,710,173 | | 1,296,189 | | 128,176 | | 17,250,119 |
Frank V. Sica | 103,361,948 | | 11,218,133 | | 554,457 | | 17,250,119 |
Stephanie A. Streeter | 111,053,975 | | 3,966,247 | | 114,316 | | 17,250,119 |
(2)Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021.
The results of the voting on this proposal are as follows:
For | | Against | | Abstain | | Broker Non-Votes |
122,050,321 | | 10,126,750 | | 207,586 | | 0 |
(3)Advisory vote on the compensation of the Company’s named executive officers.
The results of the voting on this proposal are as follows:
For | | Against | | Abstain | | Broker Non-Votes |
105,284,470 | | 9,464,405 | | 385,663 | | 17,250,119 |
(4)Shareholder proposal on shareholder right to act by written consent.
The results of the voting on this proposal are as follows:
For | | Against | | Abstain | | Broker Non-Votes |
8,396,790 | | 106,233,622 | | 504,126 | | 17,250,119 |
(5)Shareholder proposal on adoption of animal welfare policy.
The results of the voting on this proposal are as follows:
For | | Against | | Abstain | | Broker Non-Votes |
5,464,263 | | 101,135,340 | | 8,534,935 | | 17,250,119 |
Item 8.01Other Events
On May 13, 2020, the Company issued a press release announcing events which took place in connection with the 2020 Annual Meeting. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
| | |
99.1 | | Press Release dated May 13, 2020 |
| | |
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: May 14, 2020 | KOHL'S CORPORATION | |
| | | | |
| By: | | /s/ Jason J. Kelroy | |
| | | Jason J. Kelroy | |
| | | Executive Vice President, | |
| | | General Counsel and Secretary | |
| | | | |
