8-K
KOHLS Corp false 0000885639 0000885639 2020-12-01 2020-12-01

 

 

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): December 1, 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 7.01.    Regulation FD Disclosure.

On December 1, 2020, Kohl’s Corporation (the “Company”) issued a press release announcing a new long-term strategic partnership with Sephora. A copy of the press release is furnished herewith as Exhibit 99.1.

The Company also shared a strategic partnership presentation (the “Presentation”). The information contained in the Presentation may be used from time to time in meetings with investors, analysts, vendors and other third parties. A copy of the Presentation is also furnished herewith as Exhibit 99.2.

The information in Item 7.01, including the exhibits attached hereto, is furnished solely pursuant to Item 7.01 of Form 8-K. Consequently, such information is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in Item 7.01, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

Cautionary Statement Regarding Forward-Looking Information

This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “anticipates,” “plans,” “may,” “intends,” “will,” “should,” “expects,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, comments about Kohl’s future financial plans, capital generation, management and deployment strategies, adequacy of capital resources and the competitive environment. Such statements are subject to certain risks and uncertainties, which could cause Kohl’s actual results to differ materially from those anticipated by the forward looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in Kohl’s Annual Report on Form 10-K, and in Item 1A of Part II in the Company’s Quarterly Report on Form 10-Q for the quarter ended May 2, 2020, which are expressly incorporated herein by reference, and other factors as may periodically be described in Kohl’s filings with the SEC. Any number of risks and uncertainties could cause actual results to differ materially from those Kohl’s expresses in its forward-looking statements. Forward-looking statements speak as of the date they are made, and Kohl’s undertakes no obligation to update them.

Item 9.01.    Financial Statements and Exhibits.

 

Exhibit
No.

  

Description

99.1   

Press Release dated December 1, 2020

99.2   

Strategic Partnership Presentation dated December 1, 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: December 1, 2020

   

KOHL’S CORPORATION

   

By:

 

/s/ Jason J. Kelroy

     

Jason J. Kelroy

     

Senior Executive Vice President,

     

General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

 

LOGO

Kohl’s and Sephora Announce Major Long-Term Strategic Partnership

Bringing Transformative Prestige Beauty Experience to Millions of Consumers

 

 

200 “Sephora at Kohl’s” locations open in fall 2021, at least 850 locations by 2023

 

Omnichannel partnership, launch of Sephora on Kohls.com in 2021

 

Sephora to bring its unique immersive prestige beauty experience with more than 100 brands to Kohl’s

MENOMONEE FALLS, Wis., SAN FRANCISCO, December 1, 2020Kohls (NYSE: KSS) and Sephora today announced a long-term strategic partnership to create a new era of elevated Beauty at Kohl’s, marrying Kohl’s expansive customer reach and omnichannel convenience with Sephora’s prestige service, product selection and exceptional beauty experience.

“Sephora at Kohl’s” will be a fully-immersive, premium beauty destination, designed within a 2,500 square foot space and prominently located at the front of the store. When the first 200 locations open in Fall 2021, the Kohls.com online beauty selection will also convert to exclusively showcase an expanded assortment of Sephora’s prestige product offerings. The partnership will expand into at least 850 stores by 2023, offering an expansive footprint, a wide-reaching customer base and unmatched visibility for Sephora’s brand partners within the prestige environment in which they thrive.

Sephora is the largest specialty beauty retailer in the world and the industry’s most renowned global innovator. With its cutting-edge curation of brands and emerging categories like Clean, Sephora will bring its unique, playful trial and immersive prestige beauty experience, with more than 100 carefully curated beauty brands to Kohl’s 65 million customers across the U.S. Kohl’s, with a deep focus of serving the everyday needs for the whole family, is reimagining and accelerating the company’s ambition to be the most trusted retailer of choice for the active and casual lifestyle.

“The Kohl’s and Sephora partnership will bring a transformational, elevated beauty experience to Kohl’s from the top global name in beauty,” said Michelle Gass, Kohl’s chief executive officer. “This new collaboration is an excellent example of two customer-centric, purpose-driven companies leveraging each other’s strengths to make aspirational beauty far more accessible to millions of customers all across the country. It’s an extraordinary time of change, and I am thrilled to partner with Sephora, a brand that shares our values and our passion for innovation and reinvention. Today’s announcement is a perfect illustration of the bold moves we are making at Kohl’s to accelerate our growth and reimagine our future for the next era of retail.”

“At Sephora, delivering a strong client experience through passionate employees is at the heart of who we are, and we are thrilled to find a partner who shares this identity. This is not a pop-up collaboration, but an investment our brand partners can rely on for the long-term; as a company with a history of sustained decades-long partnerships, Sephora has every confidence in the future of this collaboration and the unique experiences it will bring to consumers across the U.S.,” said Jean-André Rougeot, President & CEO of Sephora Americas. “Our partnership will be built on expanding our complementary reach and scale in-store and online, creating customer-centric, prestige experiences, collaborating on new innovations, and living our shared values. We fully believe Kohl’s is the ideal partner to bring this vision to life.”

“I am delighted by this new partnership which is perfectly aligned with our worldwide vision,” said Martin Brok, Global President & CEO of Sephora. “Great brands are always looking for new ways to serve their customers and innovate, even in dynamic times. With Kohl’s we will be able to bring Sephora closer to where our customers want us to be, offering them one transformative beauty experience that integrates our prestige product offering, our values and our communities, in a place where they come to get inspired and fulfill their lifestyle needs. This partnership also shows our confidence in the future of omnichannel retail and ideally positions both Kohl’s and Sephora to seize tomorrow’s opportunities, today.”

 

1


Expanding Reach and Scale with Sephora at Kohl’s and Kohls.com

Sephora has 500 of its 2,600 stores in the Americas and Kohl’s has more than 1,150 locations in 49 states, serving 65 million customers, with very limited overlap between the two store networks. This combined offering of at least 850 Sephora at Kohl’s locations by 2023 will draw new and younger customers to Kohl’s and will bring the Sephora experience to millions of new shoppers and existing members of the Sephora beauty community, who may not live close to a Sephora location.

Sephora at Kohl’s shops will replace Kohl’s current in-store beauty assortment and their positioning at the front of the store will provide maximum exposure for Sephora’s brand partners. Exterior signage at locations that feature the in-store shops will display both Kohl’s and Sephora branding. These locations will be selected based on existing Sephora store proximity, market opportunity and customer insights.

Online, the Sephora at Kohl’s experience will launch on Kohls.com in Fall 2021, making Sephora the exclusive beauty partner on Kohls.com.

Creating Customer-Centric, Prestige Experiences

At Kohl’s, Sephora will offer customers its signature Sephora experience, with a unique range of makeup, skincare, hair, and fragrance brands. The stores will also deliver Sephora innovations in Clean beauty and self-care. Sephora’s high-touch customer engagement will prominently feature testing and discovery zones that serve up a rotating assortment of new, emerging or trending products, surprising and delighting customers every time they shop.

The shops will be staffed by Sephora-trained Beauty Advisors, who will deliver the excellent customer service Kohl’s is known for with the deep beauty expertise, consultations and assistance in product discovery that Sephora clients love.

Sephora purchases at Kohl’s and Kohls.com will be eligible for Beauty Insider rewards benefits, as part of Sephora’s award-winning loyalty program. Kohl’s will also offer the added convenience of easy in-store returns, store pick-up, and curbside pick-up. Sephora.com and Kohls.com will also integrate their e-commerce experiences, allowing Sephora.com shoppers to find the nearest Sephora or Kohl’s locations that have their beauty products available.

A Partnership Built on Shared Values

Both companies share a passion for innovation, integrity and a pioneering customer experience. With a shared commitment to serving and celebrating their customers and employees, Sephora and Kohl’s look forward to jointly building this new long-term, powerful partnership. Sephora and Kohl’s commitment will provide brand partners with a larger platform to grow their brands, and add even more convenience and value to the Sephora and Kohl’s beauty communities.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K, and in Item 1A of Part II in the Company’s Quarterly Report on Form 10-Q for the quarter ended May 2, 2020, which are expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking statements relate to the date initially made, and Kohl’s undertakes no obligation to update them. KSS-IR

 

2


About Kohl’s

Kohl’s (NYSE: KSS) is a leading omnichannel retailer with more than 1,100 stores in 49 states. Kohl’s business is built on a strong foundation of 65 million customers, an unmatched brand portfolio, industry-leading loyalty and Kohl’s charge card programs, convenient and accessible nationwide store footprint, and large and growing digital business on Kohls.com and the Kohl’s mobile app. Kohl’s is uniquely positioned to deliver against its stated vision: to be the most trusted retailer of choice for the active and casual lifestyle. To support this vision, the company designed a strategy to drive top line growth by: becoming a destination for active, casual and beauty for the entire family, always delivering quality and discovery; leading with loyalty and value through best-in-class rewards program; and delivering a differentiated omnichannel experience that is easy and inviting, no matter how our customers want to shop. To support the company’s strategic efforts, Kohl’s will continue to foster a workplace culture of agility, accountability and experimentation, while also further amplifying its efforts on diversity and inclusion, and environmental, social and corporate governance (ESG) stewardship. Since its founding, Kohl’s has given more than $750 million to support communities nationwide, with a focus on family health and wellness. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohl’s impact in the community or how to join our winning team, visit Corporate.Kohls.com or follow @KohlsNews on Twitter.

About Sephora

Sephora is the world’s most loved beauty community, offering a unique retail experience for passionate clients and innovative beauty brands, encouraging them to be fearless in their creativity and self-expression. Since its debut in France almost 50 years ago, Sephora has been a leader in global prestige omni-retail, inspiring clients to explore a universe of beauty and wellness with an ever-changing array of carefully curated brand partners, from classic selective brands to exclusive independent ones, and the critically acclaimed Sephora Collection. Owned by LVMH Moët Hennessy Louis Vuitton, the world’s leading luxury goods group, Sephora’s excellence, innovation, and entrepreneurial spirit have made it an omnichannel beauty trailblazer in 35 countries.

Sephora opened in North America more than 20 years ago with the purpose of creating an inviting, personalized and unbiased shopping experience. Today, Sephora invites clients to touch and try 25,000 products from 400 carefully curated brands, enjoy services at the Beauty Studio and engage with expertly trained beauty advisors in more than 500 stores across the Americas. Clients can also experience Sephora online and through our mobile app, access the free-to-join Beauty Insider program and digital community, which together enhance the experience of Sephora’s passionate clients. Sephora has been an industry-leading champion of diversity, inclusivity, and empowerment, guided by our longstanding company values. In 2019, Sephora announced a new tagline and manifesto, “We Belong to Something Beautiful,” to reinforce its dedication to fostering belonging amongst all clients and employees and to publicly strive for a more inclusive vision for retail in the Americas. Sephora continues to give back to our communities and advance inclusion in our industry through our Sephora Stands social impact programs. For more information, visit: https://www.sephora.com/about-us and @Sephora on social media.

Contacts:

Kohl’s: Julia Fennelly, julia.fennelly@kohls.com, 262.703.1710

Sephora: Courtney Teague, cteague@devriesglobal.com 631.816.1668

###

 

3

EX-99.2

Exhibit 99.2 Kohl’s and Sephora Enter Major Long-Term Strategic Partnership December 1, 2020 Strategic Partnership PresentationExhibit 99.2 Kohl’s and Sephora Enter Major Long-Term Strategic Partnership December 1, 2020 Strategic Partnership Presentation


Cautionary Statement Regarding Forward-Looking Information This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as believes, anticipates, plans, may, intends, will, should, expects, and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, comments about Kohl's future financial plans, capital generation, management and deployment strategies, adequacy of capital resources and the competitive environment. Such statements are subject to certain risks and uncertainties, which could cause Kohl's actual results to differ materially from those anticipated by the forward looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in Kohl's Annual Report on Form 10-K, and in Item 1A of Part II in the Company's Quarterly Report on Form 10-Q for the quarter ended May 2, 2020, which are expressly incorporated herein by reference, and other factors as may periodically be described in Kohl's filings with the SEC. Any number of risks and uncertainties could cause actual results to differ materially from those Kohl’s expresses in its forward-looking statements, including the short and long-term impact of COVID-19 on the economy and the pace of recovery thereafter.  Forward-looking statements speak as of the date they are made, and Kohl’s undertakes no obligation to update them. 2Cautionary Statement Regarding Forward-Looking Information This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as believes, anticipates, plans, may, intends, will, should, expects, and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, comments about Kohl's future financial plans, capital generation, management and deployment strategies, adequacy of capital resources and the competitive environment. Such statements are subject to certain risks and uncertainties, which could cause Kohl's actual results to differ materially from those anticipated by the forward looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in Kohl's Annual Report on Form 10-K, and in Item 1A of Part II in the Company's Quarterly Report on Form 10-Q for the quarter ended May 2, 2020, which are expressly incorporated herein by reference, and other factors as may periodically be described in Kohl's filings with the SEC. Any number of risks and uncertainties could cause actual results to differ materially from those Kohl’s expresses in its forward-looking statements, including the short and long-term impact of COVID-19 on the economy and the pace of recovery thereafter. Forward-looking statements speak as of the date they are made, and Kohl’s undertakes no obligation to update them. 2


Partnership Delivers Against Kohl’s Strategy Our Strategy The most trusted retailer of choice for the active and casual lifestyle Expand Disciplined Strong Operating Margin Capital Management Drive Top Line Growth Organizational Core Destination for Differentiated Agile, Active & Casual Leading with Omni-channel Operating Margin Maintain Strong Accountable & Lifestyle Loyalty & Value Experience Goal of 7% to 8% Balance Sheet Inclusive Culture Expand Active and Outdoor Best-in-class loyalty Healthy store base in End-to-end supply chain Sustain Investment Grade Innovative and adaptive • • • • • • evolving landscape transformation rating learning approach Reignite growth in Women’s Drive productivity • • through deeper Modernize the store SG&A efficiency through Solid cash flow Focused on diversity • • • • Build a sizable • engagement experience store labor, marketing, generation and inclusion Beauty business and technology Deliver personalized Continue digital growth Committed to returning ESG stewardship • • • • Drive category productivity • experiences Operational excellence capital to shareholders • Further enhance omni- and inventory turn • channel capabilities Capture market share from • retail industry disruption Creating Long-term Shareholder Value Transformational partnership will significantly accelerate our beauty opportunity. An instrumental move to help us achieve our vision. 6Partnership Delivers Against Kohl’s Strategy Our Strategy The most trusted retailer of choice for the active and casual lifestyle Expand Disciplined Strong Operating Margin Capital Management Drive Top Line Growth Organizational Core Destination for Differentiated Agile, Active & Casual Leading with Omni-channel Operating Margin Maintain Strong Accountable & Lifestyle Loyalty & Value Experience Goal of 7% to 8% Balance Sheet Inclusive Culture Expand Active and Outdoor Best-in-class loyalty Healthy store base in End-to-end supply chain Sustain Investment Grade Innovative and adaptive • • • • • • evolving landscape transformation rating learning approach Reignite growth in Women’s Drive productivity • • through deeper Modernize the store SG&A efficiency through Solid cash flow Focused on diversity • • • • Build a sizable • engagement experience store labor, marketing, generation and inclusion Beauty business and technology Deliver personalized Continue digital growth Committed to returning ESG stewardship • • • • Drive category productivity • experiences Operational excellence capital to shareholders • Further enhance omni- and inventory turn • channel capabilities Capture market share from • retail industry disruption Creating Long-term Shareholder Value Transformational partnership will significantly accelerate our beauty opportunity. An instrumental move to help us achieve our vision. 6


The Sephora Experience will transform Kohl’s into a beauty destination Sephora is the largest specialty beauty retailer in the world • Cutting edge curation of brands and emerging categories • Immersive prestige beauty experience • 4 Sephora-trained Beauty Advisors • Fully curated easy-to-shop experience • Expanded assortment available on Kohls.com • Iconic Sephora Beauty Insider loyalty program • 4The Sephora Experience will transform Kohl’s into a beauty destination Sephora is the largest specialty beauty retailer in the world • Cutting edge curation of brands and emerging categories • Immersive prestige beauty experience • 4 Sephora-trained Beauty Advisors • Fully curated easy-to-shop experience • Expanded assortment available on Kohls.com • Iconic Sephora Beauty Insider loyalty program • 4


Two Innovative Companies Unite to Capitalize on Significant Growth Opportunity in the US Beauty Industry Highly Complementary Strategic Partnership Sephora to become Kohl’s exclusive strategic beauty partner • 5 Minimal existing store overlap creating significant incremental • opportunity Leverages Kohl's strong omnichannel platform across stores • and digital Brings Sephora to existing base of 65 million Kohl’s customers • Draws new and younger customers to Kohl’s • Creates much greater accessibility and convenience to • Sephora’s strong loyalty base of 25 million Beauty Insider members Fulfills Kohl’s commitment to build a sizable beauty business • 5Two Innovative Companies Unite to Capitalize on Significant Growth Opportunity in the US Beauty Industry Highly Complementary Strategic Partnership Sephora to become Kohl’s exclusive strategic beauty partner • 5 Minimal existing store overlap creating significant incremental • opportunity Leverages Kohl's strong omnichannel platform across stores • and digital Brings Sephora to existing base of 65 million Kohl’s customers • Draws new and younger customers to Kohl’s • Creates much greater accessibility and convenience to • Sephora’s strong loyalty base of 25 million Beauty Insider members Fulfills Kohl’s commitment to build a sizable beauty business • 5


6 66 6


Partnership Leverages Omnichannel Platform Store Approach Digital Approach 7 Concept: Sephora at Kohl’s “store-within-a-store” experience Concept: Sephora will be the exclusive beauty partner on Kohls.com Number of stores: At least 850 shops by 2023, including 200 in Fall 2021 Assortment: Expanded assortment Size: 2,500 sq ft Experience: Prominent Sephora presence with dedicated landing page Assortment: Curated assortment of top selling exclusive and new brands Loyalty Program: Beauty Insider program available on all digital assets Service model: Sephora-trained Beauty Advisors Omni Capabilities: Easy in-store pickup and curbside, and Loyalty Program: Sephora’s Beauty Insider program ship to home Location: Prominently located in front of store, replacing Checkout: Integrated checkout current beauty assortment Exterior signage: Will feature Sephora branding to drive awareness 7Partnership Leverages Omnichannel Platform Store Approach Digital Approach 7 Concept: Sephora at Kohl’s “store-within-a-store” experience Concept: Sephora will be the exclusive beauty partner on Kohls.com Number of stores: At least 850 shops by 2023, including 200 in Fall 2021 Assortment: Expanded assortment Size: 2,500 sq ft Experience: Prominent Sephora presence with dedicated landing page Assortment: Curated assortment of top selling exclusive and new brands Loyalty Program: Beauty Insider program available on all digital assets Service model: Sephora-trained Beauty Advisors Omni Capabilities: Easy in-store pickup and curbside, and Loyalty Program: Sephora’s Beauty Insider program ship to home Location: Prominently located in front of store, replacing Checkout: Integrated checkout current beauty assortment Exterior signage: Will feature Sephora branding to drive awareness 7


Partnership Structure to Drive Joint Success PARTNERSHIP TERMS AND RESPONSIBILITIES Economic Structure Equal share in the operating profit of the partnership incorporating all expenses associated with managing the business, as well as the depreciation expense related to the assets 8 Recognizes sales from the partnership Sephora will maintain overall brand partner • • relationships Expects initiative to be accretive to both gross and • operating margin Sephora to curate assortment of more than 100 • brands across makeup, skincare, hair, and fragrance Owns and manages the inventory • Sephora will train Beauty Advisors employed by • Funds capital expenditures to build out Sephora- • Kohl’s designed shops 8Partnership Structure to Drive Joint Success PARTNERSHIP TERMS AND RESPONSIBILITIES Economic Structure Equal share in the operating profit of the partnership incorporating all expenses associated with managing the business, as well as the depreciation expense related to the assets 8 Recognizes sales from the partnership Sephora will maintain overall brand partner • • relationships Expects initiative to be accretive to both gross and • operating margin Sephora to curate assortment of more than 100 • brands across makeup, skincare, hair, and fragrance Owns and manages the inventory • Sephora will train Beauty Advisors employed by • Funds capital expenditures to build out Sephora- • Kohl’s designed shops 8