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 16, 2018


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))


Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2018 annual meeting of shareholders held on May 16, 2018:

(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 were as follows:


 

For

 

Against

 


Abstain

 

Broker

Non-Votes

Peter Boneparth

129,331,916

 

553,218

 

150,024

 

18,243,037

Steven A. Burd

127,007,308

 

2,879,138

 

148,712

 

18,243,037

H. Charles Floyd

129,605,782

 

275,967

 

153,409

 

18,243,037

Michelle Gass

129,445,381

 

449,098

 

140,679

 

18,243,037

Jonas Prising

129,449,016

 

432,944

 

153,198

 

18,243,037

John E. Schlifske

128,615,700

 

1,268,712

 

150,746

 

18,243,037

Adrianne Shapira

128,623,399

 

1,268,835

 

142,924

 

18,243,037

Frank V. Sica

125,136,947

 

4,747,530

 

150,681

 

18,243,037

Stephanie A. Streeter

127,611,970

 

2,278,277

 

144,911

 

18,243,037

Nina G. Vaca

128,194,274

 

1,696,118

 

144,766

 

18,243,037

Stephen E. Watson

127,446,793

 

2,436,327

 

152,038

 

18,243,037



(2)

Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2019.  


The results of the voting on this proposal are as follows:


For

 

Against

 

Abstain

 

Broker Non-Votes

142,491,890

 

5,545,611

 

240,694

 

0


(3)

Non-Binding 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

114,635,594

 

15,117,136

 

282,428

 

18,243,037



(4)

A 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

15,164,506

 

114,418,050

 

452,602

 

18,243,037








Item 8.01

Other Events

On May 16, 2018, the Company issued a press release announcing events which took place in connection with the 2018 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

 

99.1

Press Release dated May 16, 2018

 

 

 









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, 2018


KOHL’S CORPORATION




By:

/s/ Jason J. Kelroy            

Jason J. Kelroy

Executive Vice President,

General Counsel and Secretary















































































































































































































































































































































































Exhibit 99.1


[EXHIBIT991001.JPG]

FOR IMMEDIATE RELEASE


Kohl’s Corporation Holds Annual Shareholders Meeting

Company announces preliminary results of four initiatives up for shareholder vote


MENOMONEE FALLS, Wis., May 16, 2018 – Kohl’s Corporation (NYSE:KSS) today held its annual shareholders meeting. Following are the preliminary results for the four proposals voted upon by shareholders:


1.

Kohl’s shareholders elected Michelle Gass and re-elected Peter Boneparth, Steven A. Burd, H. Charles Floyd, Jonas Prising, John E. Schlifske, Adrianne Shapira, Frank V. Sica, Stephanie A. Streeter, Nina G. Vaca and Stephen E. Watson to the board of directors for one-year terms, with an average vote of more than 98 percent of the votes cast.


2.

A proposal to ratify the appointment of Ernst & Young LLP as Kohl’s independent registered public accounting firm received approximately 96 percent of the votes cast.


3.

An advisory vote to approve the compensation of Kohl’s named executive officers received approximately 88 percent of the votes cast.


4.

A shareholder proposal on shareholders’ right to act by written consent received less than 12 percent of the votes cast.


Kohl’s 10-K, proxy and information about the company’s 2017 financial performance are available at Corporate.Kohls.com.


About Kohl’s

Kohl’s (NYSE: KSS) is a leading omnichannel retailer with more than 1,100 stores in 49 states.  With a commitment to inspiring and empowering families to lead fulfilled lives, Kohl’s offers amazing national and exclusive brands, incredible savings and an easy shopping experience in our stores, online at Kohls.com and on Kohl’s mobile app.  Throughout its history, Kohl’s has given nearly $600 million to support communities nationwide.  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 .


Contacts:

Investor Relations: Jill Timm, (262) 703-2203, Jill.Timm@Kohls.com

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



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