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): February 2, 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On February 2, 2020, the Board of Directors of Kohl’s Corporation (the “Company”) increased the size of the Board to twelve members and appointed Yael Cosset to fill the new Board seat effective on that date. Mr. Cosset will initially serve on the Board of Directors’ Governance and Nominating Committee. A copy of the February 3, 2020 press release announcing the appointment is attached as Exhibit 99.1 and incorporated herein by reference.
As a non-employee director of the Company, Mr. Cosset will participate in the Company’s Non-Employee Director Compensation Program, as described in Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019. Pursuant to the Non-Employee Director Compensation Program, Mr. Cosset is expected to receive an equity award on March 15, 2020. This award, which will be comprised of restricted shares, will have a “grant date fair value” of approximately $125,000, calculated in accordance with FASB ASC Topic 718. The restricted shares will vest on the first anniversary of the date of grant.
Mr. Cosset does not have any arrangement or understanding with any persons pursuant to which he was selected as a director, except as described herein. Mr. Cosset does not have any family relationship with any officer or director of the Company. Further, Mr. Cosset has not been involved in any related transactions or relationships with the Company as defined in Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
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: February 3, 2020 | KOHL'S CORPORATION | |
| | | | |
| By: | | /s/ Jason J. Kelroy | |
| | | Jason J. Kelroy | |
| | | Executive Vice President, | |
| | | General Counsel and Secretary | |
| | | | |
