KOHLS CORP - Form 8-K SEC filing
0000885639 KOHLS CORP NYSE false 2021 FY 0000885639 2020-05-13 2020-05-13

 

 

 

 

 

 

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

 

 

 

 

 

 

 

EXHIBIT 99.1

EXHIBIT 99.1

image1.jpg 

 

FOR IMMEDIATE RELEASE


Kohl’s Corporation Holds Annual Shareholders Meeting

Company announces preliminary results of five matters up for shareholder vote

 

MENOMONEE FALLS, Wis., May 13, 2020 – Kohl’s Corporation (NYSE: KSS) today held its annual shareholders meeting. As previously announced, the 2020 meeting was held virtually due to continued public health precautions regarding in-person gatherings and to support the health and well-being of shareholders and other meeting participants given the COVID-19 pandemic.

 

Following are the preliminary results for the five matters voted upon by shareholders:

 

1.Kohl’s shareholders re-elected Michael Bender, Peter Boneparth, Steven A. Burd, Yael Cosset, H. Charles Floyd, Michelle Gass, Jonas Prising, John E. Schlifske, Adrianne Shapira, Frank V. Sica and Stephanie A. Streeter to the board of directors for one-year terms, with an average vote of more than 97 percent of the votes cast. As previously announced, as of the annual meeting, Stephen E. Watson retried from Kohl’s board of directors. 

 

2.A proposal to ratify the appointment of Ernst & Young LLP as Kohl’s independent registered public accounting firm received more than 92 percent of the votes cast. 

 

3.An advisory vote to approve the compensation of Kohl’s named executive officers received more than 91 percent of the votes cast. 

 

4.A shareholder proposal on shareholder right to act by written consent received less than 8 percent of the votes cast. 

 

5.A shareholder proposal on adoption of an animal welfare policy received less than 6 percent of the votes cast. 

 

Kohl’s 10-K, proxy and information about the company’s 2019 financial performance are available at Corporate.Kohls.com.

 

About Kohl’s

With a commitment to inspiring and empowering families to lead fulfilled lives, Kohl’s (NYSE: KSS) offers amazing national and exclusive brands, incredible savings and an easy shopping experience online at Kohls.com and on the Kohl's App. Since its founding, Kohl's has given more than $750 million to support communities nationwide. For more information about Kohl’s impact in the community, visit Corporate.Kohls.com or follow @KohlsNews on Twitter.

 

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Contacts:

Investor Relations: Mark Rupe, Mark.Rupe@Kohls.com, (262) 703-1266

Media Relations: Jen Johnson, Jen.Johnson@Kohls.com, (262) 703-5241