KOHLS Corp (Form: 8-K, Received: 05/16/2011 16:44:13)

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 12, 2011

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 001-11084



Wisconsin (State or other jurisdiction of incorporation)	39-1630919
	(IRS Employer Identification No.)

N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051

(Address of principal executive offices)

(262) 703-7000

Registrant’s telephone number, including area code:

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:

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers

At the 2011 Annual Meeting of Shareholders (the “2011 Annual Meeting”) of Kohl’s Corporation (the “Company”) held on May 12, 2011, the Company’s shareholders re-approved the Kohl’s Corporation Annual Incentive Plan (the “Plan”). The Company’s executives are eligible for certain annual incentives through the Plan, as determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). Key features of the Plan include the following:

The Plan is administered by the Compensation Committee, which is comprised solely of independent directors.

Bonus amounts may be tied to any one or more of the following six performance goals, as determined by the Compensation Committee: net income, net income per share, operating income, return on investment, net sales or comparable store sales. The Compensation Committee selects which performance goals will apply in any fiscal year.

Bonus amounts are based on a percentage of the participant's salary, as determined by the Compensation Committee, if and to the extent that the relevant performance goals are achieved.

The maximum bonus any person can earn in any year under the Plan is $5 million.

The foregoing description of the Plan is qualified in its entirety by reference to the Plan attached as Annex B to the Proxy Statement on Schedule 14A filed on March 21, 2011 in connection with the 2011 Annual Meeting, which is incorporated herein by reference.

Item 5.03.

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

At the 2011 Annual Meeting, the Company’s shareholders approved several amendments to the Company’s Articles of Incorporation. Such amendments were effective upon the filing of Amended and Restated Articles of Incorporation with the Wisconsin Department of Financial Institutions on May 16, 2011.

The following is a description of the amendments adopted:

Elimination of Supermajority Vote Requirement in Article V(f)

Article V of the Articles of Incorporation specifies the procedures for the election of directors, the permissible number of directors constituting the Board, the term of each director, procedures to be followed in the event of vacancies on the Board, removal of directors, and shareholder nominations for directors. Prior to this amendment, Article V(f) required the affirmative vote of the holders of 80% or more of the combined voting power of the then outstanding shares of stock entitled to vote on the matter to alter, amend, adopt any provision inconsistent with, or repeal Article V. Under the amended Article V(f), the affirmative vote of a majority of the combined voting power of the then outstanding shares of stock entitled to vote on the matter, voting together as a single class, shall be required to alter, amend, adopt any provision inconsistent with, or repeal Article V.

Elimination of Supermajority Vote Requirement in Article VI

Article VI of the Articles of Incorporation specifies procedures regarding shareholder action and the amendment of certain provisions of the Bylaws. Prior to this amendment, Article VI required the affirmative vote of the holders of 80% or more of the combined voting power of the then outstanding shares of stock entitled to vote on the matter to alter, amend, adopt any provision inconsistent with, or repeal Article VI of the Articles of Incorporation or Articles II or III of the Company’s Bylaws. Under the amended Article VI the affirmative vote of a majority of the combined voting power of the then outstanding shares of stock entitled to vote on the matter shall be required to alter, amend, adopt any provision inconsistent with, or repeal Article VI of the Articles of Incorporation or Articles II or III of the Company’s Bylaws.

The amendments do not alter any of the powers of the Company’s Board of Directors as may be set forth in Company’s Articles of Incorporation or as may be provided by law.

The description of the amendments of the Company’s Articles of Incorporation set forth above is qualified by reference to the full text of the Amended and Restated Articles of Incorporation of the Company, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders

The following proposals were voted upon at the 2011 Annual Meeting held on May 12, 2011. The final results of the voting on each proposal were as follows:

(1)

Proposal to elect the 11 individuals nominated by the Company’s Board of Directors to serve as directors for a one-year term and until their successors are duly elected and qualified.

(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 28, 2012.

(3)

Proposals to approve the following management proposals to amend the Company’s Articles of Incorporation.

3a: Proposal to approve an amendment to eliminate the supermajority vote requirement in Article V(f) of the Company’s Articles of Incorporation:

3b: Proposal to approve an amendment to eliminate the supermajority vote requirement in Article VI of the Company’s Articles of Incorporation:

(4)

Proposal to re-approve the Company’s Annual Incentive Plan.

(5)

Advisory vote on the compensation of the Company’s named executive officers.

(6)

Advisory vote on the frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers.

(7)

Shareholder proposal on shareholder action by written consent.

(8)

Shareholder proposal on succession planning and reporting.

Item 8.01

Other Events

On May 12, 2011, the Company issued a press release announcing events which took place in connection with the 2011 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



	Exhibit No.	Description

	3.1	Amended and Restated Articles of Incorporation of Kohl’s Corporation,effective May 16, 2011

	10.1	Kohl’s Corporation Annual Incentive Plan, incorporated by reference to Annex B to the Proxy Statement on Schedule 14A filed on March 21, 2011 in connection with the Company’s 2011 Annual Meeting

	99.1	Press Release dated May 12, 2011

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 16, 2011

KOHL’S CORPORATION

By : /s/ Richard D. Schepp

Richard D. Schepp

Senior Executive Vice President,

General Counsel and Secretary

EXHIBIT INDEX

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

KOHL’S CORPORATION

The following amended and restated articles of incorporation of Kohl’s Corporation duly adopted pursuant to the authority and provisions of Chapter 180 of the Wisconsin Statutes, supersede and take the place of the existing articles of incorporation of Kohl’s Corporation and any amendments thereto:

ARTICLE I

Name

The name of the corporation is Kohl’s Corporation.

ARTICLE II

Purposes

The purposes for which the corporation is organized are to engage in any lawful activity within the purposes for which a corporation may be organized under the WBCL.

ARTICLE III

Capital Stock

The aggregate number of shares which the corporation shall have the authority to issue, the designation of each class of shares, the authorized number of shares of each class and the par value thereof per share shall be as follows:


Designation Class	Par Value Per Share	Authorized Number of Shares
Common Shares	$.01	800,000,000
Preferred Shares	$.01	10,000,000

The preferences, limitations and relative rights of shares of each class of stock shall be as follows:

A. Common Shares.

(1) Voting. Except as otherwise provided by law and subject to the rights of holders of any series of Preferred Shares, only the holders of Common Shares shall be entitled to vote for the election of directors of the corporation and for all other corporate purposes. Except as otherwise provided by law, upon any such vote, each holder of Common Shares shall be entitled to one vote for each Common Share held of record by such shareholder.

(2) Dividends. Subject to the rights of holders of any series of Preferred Shares, the holders of Common Shares shall be entitled to receive such dividends as may be declared thereon from time to time by the Board of Directors, in its discretion, out of any funds of the corporation at the time legally available for payment of dividends on Common Shares.

(3) Liquidation. In the event of the voluntary or involuntary dissolution, liquidation or winding up of the corporation, after there have been paid to or set aside for the holders of any series of Preferred Shares the full preferential amounts, if any, to which they are entitled, the holders of outstanding Common Shares shall be entitled to share ratably, according to the number of shares held by each, in the remaining assets of the corporation available for distribution.

B. Preferred Shares.

The Preferred Shares may be issued from time to time in one or more series in any manner permitted by law and the provisions of the Articles of Incorporation of the corporation, as determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for the issuances thereof, prior to the issuances of any shares thereof. Unless otherwise provided in the resolution establishing a series of Preferred Shares, prior to the issue of any shares of a series so established or to be established, the Board of Directors may, by resolution, amend the relative rights and preferences of the shares of such series.

The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of each series of Preferred Shares shall be governed by the following provisions:

(i)

The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of Preferred Shares in one or more series, with such voting powers, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, including (but not limiting the generality thereof) the following:

(A) The number of shares to constitute each such series, and the designation of each such series.

(B) The dividend rate of each such series, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes or on any other series of any class or classes of stock, and whether such dividends shall be cumulative, noncumulative or partially cumulative.

(C) Whether the shares of each such series shall be subject to redemption by the corporation and if made subject to such redemption, the times, prices and other terms and conditions of such redemption.

(D) The terms and amount of any sinking fund provided for the purchase or redemption of the shares of each such series.

(E) Whether or not the shares of each such series shall be convertible into or exchangeable for any other securities of the corporation, including shares of any other class, classes or series of any other class or classes of stock of the corporation, or any debt securities of the corporation, and, if provision be made for conversion or exchange, the times, prices, rates of exchange, adjustments, and other terms and conditions of such conversion or exchange.

(F) The extent, if any, to which the holders of the shares of each such series shall be entitled to vote with respect to the election of directors or otherwise.

(G) The restrictions, if any, on the issue or reissue of any additional Preferred Shares.

(H) The rights of the holders of the shares of each such series upon the dissolution of, or upon the distribution of the assets of, the corporation.

(ii)

Except as otherwise required by law and except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board of Directors creating any series of Preferred Shares, the holders of any such series shall have no voting powers whatsoever.

ARTICLE IV

Preemptive Rights

No holder of any capital stock of the corporation shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of the corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such shares.

ARTICLE V

Board of Directors

(a) Number of Directors, Tenure and Qualifications. Except as provided pursuant to subparagraph (d) of this Article V, the number of directors constituting the Board of Directors of the corporation shall be such number, not less than 5 nor more than 15, as from time to time shall be determined by the then authorized number of directors; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The term of office of all directors who are in office immediately prior to the closing of the polls for the election of directors at the 2007 annual meeting of shareholders shall expire at such time. From and after the election of directors at the 2007 annual meeting of shareholders, the directors shall be elected to hold office until the next annual meeting of shareholders and until such director’s successor shall be elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal from office.

(b) Vacancies. Any vacancy on the Board of Directors, whether resulting from an increase in the number of directors or resulting from death, resignation, disqualification, removal or otherwise, other than a vacancy with respect to a director elected as provided pursuant to subparagraph (d) of this Article V, shall be filled by the vote of the majority of the directors then in office (excluding directors, if any, elected as provided pursuant to subparagraph (d) of this Article V), even if less than a quorum, or by a sole remaining director. If no director remains in office, any vacancy may be filled by the shareholders. Any director so elected to fill any vacancy on the Board of Directors, including a vacancy created by an increase in the number of directors, shall hold office until the next annual meeting of shareholders and until such director’s successor shall be elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal from office.

(c) Removal of Directors. Exclusive of directors, if any, elected as provided pursuant to subparagraph (d) of this Article V, a director of the corporation may be removed from office prior to the expiration of his term of office at any time, but only for cause and only by the affirmative vote of a majority of the outstanding shares of capital stock of the corporation entitled to vote with respect to the election of such director at a meeting of the shareholders duly called for such purpose.

(d) Directors Elected by Preferred Shares. Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Shares issued by the corporation shall have the right, voting pursuant to the term of such Preferred Shares, to elect directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of such Preferred Shares. Unless expressly provided by such terms, directors so elected shall not be divided into classes and, during the prescribed terms of office of such directors, the Board of Directors shall consist of such number of directors determined as provided in subparagraph (a) of this Article V plus the number of directors determined as provided in this subparagraph (d) of this Article V.

(e) Shareholder Nominations. Advance notice of shareholder nominations for the election of directors shall be given in the manner provided in the Bylaws of the corporation.

(f) Amendment or Repeal. Notwithstanding any other provisions of these Articles of Incorporation or the Bylaws of the corporation (and notwithstanding the fact that a lesser percentage may be specified by law, these Articles of Incorporation or the Bylaws of the corporation), the affirmative vote of a majority of the combined voting power of the then outstanding shares of stock entitled to vote on the matter, voting together as a single class, shall be required to alter, amend, adopt any provision inconsistent with, or repeal this Article V.

(g) Voting for Directors. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Notwithstanding the foregoing, the Board of Directors may determine for any uncontested election of directors that a director shall be elected to a new term only if the director receives the affirmative vote of a majority of the votes cast. If any incumbent director fails to receive such required vote, he or she shall continue to serve until his or her successor is elected and, if necessary, qualifies or until there is a decrease in the number of directors, subject to such director’s earlier death, resignation, disqualification or removal from office.

ARTICLE VI

Shareholder Action

The shareholders shall not be entitled to take action without a meeting by less than unanimous consent. Except as otherwise required by law and subject to the express rights of the holders of any class or series of stock having a preference over the Common Shares as to dividends or upon liquidation, annual and special meetings of the shareholders shall be called, the record date or dates shall be determined and notice shall be sent as set forth in the Bylaws of the corporation. Notwithstanding any other provisions of these Articles of Incorporation or the Bylaws of the corporation (and notwithstanding the fact that a lesser affirmative vote may be specified by law, these Articles of Incorporation or the Bylaws of the corporation), the affirmative vote of a majority of the combined voting power of the then outstanding shares of stock entitled to vote on the matter, voting together as a single class, shall be required to alter, amend, adopt any provision inconsistent with, or repeal Articles II or VIII of the Bylaws, or this Article VI or any provision thereof or hereof; provided, however, that the Board of Directors may alter, amend, or adopt any provision inconsistent with, or repeal Articles II or VIII of the Bylaws, or any provision thereof, without a vote of shareholders.

ARTICLE VII

Registered Office and Agent

The address of the initial registered office of the corporation is 44 East Mifflin Street, Madison, Dane County, Wisconsin 53703 and the name of its initial registered agent at such address is C T Corporation System.

Executed this 16 ^th day of May, 2011.

/s/ Richard D. Schepp

Richard D. Schepp
Senior Executive Vice President,
General counsel and Secretary

This instrument was drafted by:

Dennis F. Connolly

Godfrey & Kahn, S.C.

780 N. Water Street

Milwaukee, Wisconsin 53202

[EXH991002.GIF]

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Kohl's Investor Relations: Wes McDonald, 262-703-1893

Media Relations: Vicki Shamion, 262-703-1464

Kohl’s Corporation Holds Annual Shareholders Meeting

Company announces preliminary results of eight initiatives up for shareholder vote

MENOMONEE FALLS, Wis., May 12, 2011 – Kohl’s Corporation (NYSE:KSS) today held its annual shareholders meeting. Following are the preliminary results for the eight initiatives voted upon by shareholders:

Kohl’s shareholders re-elected Peter Boneparth, Steven A. Burd, John F. Herma, Dale E. Jones, William S. Kellogg, Kevin Mansell, Frank V. Sica, Peter M. Sommerhauser, Stephanie A. Streeter, Nina G. Vaca and Stephen E. Watson to the board of directors for one-year terms, with each director receiving more than 94 percent of the votes cast.

A proposal to ratify the appointment of Ernst & Young LLP as Kohl’s independent registered public accounting firm received approximately 99 percent of the votes cast.

Management proposals to amend Kohl’s Articles of Incorporation to eliminate all supermajority shareholder voting requirements received approximately 99 percent of the votes cast, which is approximately 87 percent of the number of shares outstanding as of the March 9, 2011 record date for the meeting.

A proposal to re-approve Kohl’s Annual Incentive Plan received approximately 98 percent of the votes cast.

A non-binding advisory vote to approve the compensation of Kohl’s executive officers received approximately 98 percent of the votes cast.

A non-binding advisory vote on the frequency of future shareholder advisory votes on executive compensation received approximately 80 percent of the votes in favor of annual votes, less than 1 percent of the votes cast in favor of biannual votes and approximately 19 percent of the votes cast in favor of triennial votes.

A shareholder proposal requesting Kohl’s board of directors take steps necessary to allow shareholder action by written consent received approximately 23 percent of the votes cast.

A shareholder proposal requesting Kohl’s board of directors amend Kohl’s Corporate Governance Guidelines to adopt and disclose a detailed succession planning policy received approximately 24 percent of the votes cast.

Kohl’s 10-K, proxy and information about the company’s 2010 financial performance are available at www.kohlscorporation.com.

About Kohl’s

Based in Menomonee Falls, Wis., Kohl's (NYSE: KSS) is a family-focused, value-oriented specialty department store offering moderately priced, exclusive and national brand apparel, shoes, accessories, beauty and home products in an exciting shopping environment. With a commitment to environmental leadership, Kohl's operates 1,097 stores in 49 states. In support of the communities it serves, Kohl's has raised more than $180 million for children's initiatives nationwide through its Kohl's Cares(R) cause merchandise program, which operates under Kohl's Cares, LLC, a wholly-owned subsidiary of Kohl's Department Stores, Inc. For a list of store locations and information, or for the added convenience of shopping online, visit www.Kohls.com


¨	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))



	For	Against	Abstain	Broker Non-Votes
Peter Boneparth	239,036,181	334,686	215,962	14,033,739
Steven A. Burd	231,455,163	7,899,296	232,370	14,033,739
John F. Herma	237,701,343	1,679,224	206,262	14,033,739
Dale E. Jones	238,201,016	1,169,586	216,227	14,033,739
William S. Kellogg	238,447,457	924,007	215,365	14,033,739
Kevin Mansell	233,324,843	6,040,570	221,416	14,033,739
Frank V. Sica	236,813,638	2,559,660	213,531	14,033,739
Peter M. Sommerhauser	227,561,222	11,147,722	877,885	14,033,739
Stephanie A. Streeter	239,088,110	290,699	208,020	14,033,739
Nina G. Vaca	239,024,759	342,942	219,128	14,033,739
Stephen E. Watson	238,965,492	413,986	207,351	14,033,739



For	Against	Abstain	Broker Non-Votes
251,579,005	1,894,473	147,090	0



For	Against	Abstain	Broker Non-Votes
252,454,418	973,523	192,627	0


For	Against	Abstain	Broker Non-Votes
252,447,211	977,239	196,118	0



Annual	Biannual	Triennial	Abstain	Broker Non-Votes
192,186,580	444,699	46,686,863	268,687	14,033,739