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.
As previously disclosed in the Current Report on Form 8-K filed by Kohl’s Corporation (the “Company”), dated November 10, 2022, the Company’s independent Chair, Frank Sica, retired effective as of the Company’s 2022 annual meeting of shareholders held on May 11, 2022 (the “Annual Meeting”).
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)
At the Annual Meeting, the matters described below were submitted to a vote of security holders.
As of the close of business on March 7, 2022, the record date for the Annual Meeting, 128,680,557 shares of the Company’s common stock, $0.01 par value (“Common Stock”), were outstanding and entitled to vote.
Set forth below are the proposals voted upon at the Annual Meeting, and the final voting results tabulated by First Coast Results, the independent inspector of election (the “Inspector of Election”) for the Annual Meeting. Based on the final results from the Inspector of Election, at least 108,607,716 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing more than 84.4% of the shares entitled to be voted. Under the corporate law of Wisconsin, where the Company is incorporated, abstentions and broker non-votes are counted as present for purposes of determining whether there is a quorum.
(b)
The final voting results for the proposals presented at the Annual Meeting are as follows:
Proposal 1 – Election of Directors
The results of the voting on this proposal are as follows:
CompanyBroker Non-
Nominees For Withhold Votes
Michael J. Bender 67,889,8552,207,5170
Peter Boneparth 61,328,2122,215,4280
Yael Cosset 67,950,0492,147,3230
Christine Day 67,946,0122,151,3600
H. Charles Floyd 67,953,0632,144,3090
Michelle Gass 72,377,0172,149,5000
Margaret L. Jenkins 72,358,4542,168,0630
Thomas A. Kingsbury 72,304,2242,222,2930
Robbin Mitchell 67,887,3782,209,9940
Jonas Prising67,741,6772,355,6950
John E. Schlifske61,321,3502,222,2900
Adrianne Shapira67,854,9502,242,4220
Stephanie A. Streeter 67,760,3072,337,0650
MacellumBroker Non-
Nominees For Withhold Votes
George R. Brokaw 10,549,69927,962,6520
Jonathan Duskin 10,691,80527,820,5460
Francis Ken Duane 10,587,64227,924,7090
Pamela J. Edwards 44,907,951158,1320
Stacy Hawkins 10,544,38527,967,9660
Jeffrey A. Kantor 43,322,8971,743,1860
Perry M. Mandarino 10,548,79927,963,5520
Cynthia S. Murray 10,640,62327,871,7280
Kenneth D. Seipel10,550,30327,962,0480
Craig M. Young 10,548,70327,963,6480
Accordingly, each of the Company’s nominees for director were elected at the Annual Meeting.
Proposal 2 – Advisory Vote on the Compensation of the Company’s named executive officers
The results of the voting on this proposal are as follows:
Broker
For Against Abstain Non-Votes
82,962,49622,759,3872,887,8280
Proposal 3 – Ratification of Independent Auditors
The results of the voting on this proposal are as follows:
Broker
For Against Abstain Non-Votes
98,887,3448,125,1031,597,2690
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 13, 2022 | KOHL'S CORPORATION | |
| | | | |
| By: | | /s/ Jason J. Kelroy | |
| | | Jason J. Kelroy | |
| | | Senior Executive Vice President, | |
| | | General Counsel and Corporate Secretary | |
| | | | |
