false KOHLS CORP 0000885639 --02-01 0000885639 2020-04-15 2020-04-15





Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 15, 2020


(Exact name of registrant as specified in its charter)





(State or other jurisdiction

of incorporation)


File Number)

(IRS Employer

Identification No.)

    N56 W17000 Ridgewood Drive    

     Menomonee Falls, Wisconsin     


(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



Name of each exchange on

which registered

Common Stock, $.01 par value


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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 15, 2020, the Board of Directors of Kohl’s Corporation (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective the same day.  The amendments to the Bylaws modified Article II, Section 2.03 to permit the Company to hold meetings of its shareholders by remote communication (the “Amendments”).  

The preceding description of the Amendments is qualified in its entirety by reference to the full text of the Amendments, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits.


Exhibit No.








Text of the Amendments to the Company’s Amended and Restated Bylaws






Cover Page Interactive Data File (embedded within the Inline XBRL document)





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:  April 21, 2020











/s/ Jason J. Kelroy





Jason J. Kelroy





Executive Vice President,





General Counsel and Secretary












Explanatory Note: Attached below is Section 2.03 of Article II of the Company’s Amended and Restated By-Laws, which was amended as set forth below.  Only Section 2.03 of Article II of the Amended and Restated By-Laws is included (as restated in its entirety) in this exhibit to the Company’s Form 8-K.  


Text that was added is underlined. 




2.03.Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, and may, in their sole discretion, determine that a virtual meeting of shareholders by means of remote communication shall be held instead of a physical meeting of the shareholders, as the place of meeting for any annual meeting or any special meeting. If no designation is made, the place of meeting shall be the principal office of the corporation. Any meeting may be adjourned to reconvene at any place, including by remote communication, as designated by vote of the Board of Directors or by the Chairman of the Board.