UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Effective May 5, 2025, Christine Day informed Kohl’s Corporation (the “Company”) that she had determined to resign as a member of the Company’s Board of Directors (the “Board”). Ms. Day’s decision was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
As a result of Ms. Day’s decision, the Board has determined to withdraw her nomination for reelection as a director of the Company at the Company’s annual meeting of shareholders to be held on May 14, 2025. Any votes cast in favor of Ms. Day’s election will not be given effect. The Board has also reduced the number of directors constituting the Board from 11 to 10.
| Item 8.01. | Other Events |
In connection with Michael J. Bender’s appointment as Interim Chief Executive Officer of the Company, he will no longer serve as Chair of the Board in accordance with the Company’s Corporate Governance Guidelines, as previously disclosed. On May 7, 2025, the Board appointed John E. Schlifske to serve as the independent Chair of the Board effective immediately.
Also on May 7, 2025, the Board formed a CEO search committee to oversee the search for a new CEO.
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 7, 2025 | KOHL’S CORPORATION | |||||
| By: | /s/ Jennifer Kent | |||||
| Name: Jennifer Kent | ||||||
| Title: Senior Executive Vice President, | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||