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 employment agreement entered into with Thomas Kingsbury (the “Employment Agreement”) in connection with Mr. Kingsbury’s appointment as the Company’s Chief Executive Officer and to provide copy of the Employment Agreement. At the time of the filing of the Original 8-K, the terms of the Employment 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. Kingsbury accepted his appointment as the Chief Executive Officer of the Company and the intent to enter into an employment agreement with the Company as a result.
On May 10, 2023, Mr. Kingsbury entered into the Employment Agreement with Kohl’s, Inc., a wholly owned subsidiary of the Company, and the Company (collectively referred to below as the “Employer”). The material terms of the Employment Agreement are summarized below.
Mr. Kingsbury’s employment under the Employment Agreement is for an initial term of two years, and the agreement may be renewed for successive one-year terms, upon mutual written agreement by the Employer and Mr. Kingsbury, executed at least 120 calendar days prior to the end of the then-current term.
Notwithstanding the foregoing, if the Employer appoints a new Chief Executive Officer during the term, then Mr. Kingsbury will transition to the position of Advisor to the Chief Executive Officer, continuing to provide services with regard to the business and operations of the Employer and to receive the compensation and benefits set forth in the Employment Agreement until the end of the term.
The Employment Agreement provides for (i) a $1,475,000 annual base salary, (ii) a target annual bonus equal to 175% of base salary, (iii) eligibility to participate in customary health, welfare and fringe benefit plans that the Employer provides to its senior executives and (iv) a lump-sum cash payment of $160,0000 intended to be applied to Mr. Kingsbury’s expenses associated with his relocation.
Mr. Kingsbury’s long-term incentive opportunity shall be as described in Mr. Kingsbury’s employment offer letter with the Employer dated February 21, 2023. In addition, the Employment Agreement provides that with respect to any equity-based compensation award granted to Mr. Kingsbury in 2024, (i) any time-vesting award will vest in full upon Mr. Kingsbury’s continued employment through the earlier of the one-year anniversary of the grant date or the expiration of the initial term and (ii) any performance-vesting award will become fully time-vested upon Mr. Kingsbury’s continued employment through the earlier of the one-year anniversary of the grant date or the expiration of the initial term (and such award will remain subject to, and will vest upon, the achievement of applicable performance goals over the applicable performance period).
Under the Employment Agreement, on a termination of Mr. Kingsbury’s employment due to Mr. Kingsbury’s death or “disability”, Mr. Kingsbury (or his beneficiary or estate), will be entitled to receive the following severance payments and benefits:
| | (i) | a cash payment in the aggregate amount of one half of Mr. Kingsbury’s then annual base salary, payable over six months; and |
| | (ii) | a pro rata bonus for the current fiscal year, determined based on actual performance at the end of that year, payable at the same time as other executives receive their bonus for that year. |
Under the Employment Agreement, on a termination of Mr. Kingsbury’s employment by Mr. Kingsbury for “good reason”, Mr. Kingsbury will be entitled to receive the following severance payments and benefits:
