UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
This Form 8-K/A amends the Form 8-K filed by Kohl’s Corporation (the “Company”) with the U.S. Securities and Exchange Commission on May 8, 2025 (the “Original 8-K”) to provide additional disclosure under Item 5.02 based on communications received subsequent to that filing and to file exhibits under Item 9.01.
The other disclosure contained under Items 8.01 of the Original 8-K is not amended hereby.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(a) As previously disclosed, 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”). Copies of Ms. Day’s resignation emails are attached hereto as Exhibits 99.1 and 99.2. Ms. Day was a member of the Board’s Compensation Committee, Audit Committee and Finance Committee.
On May 8, 2025 and on May 9, 2025, Ms. Day sent emails indicating that she has disagreements with the Board. Copies of those emails are attached hereto as Exhibits 99.3, 99.4 and 99.5. The disagreements relate to how the Company responded to the ISS recommendation on the say-on-pay proposal set forth in the Company’s proxy statement dated March 28, 2025 and board process matters.
The Company strongly disagrees with the assertions in Ms. Day’s emails.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company will provide Ms. Day with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.
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.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
||
| 99.1 | Christine Day Resignation | |
| 99.2 | Christine Day Resignation | |
| 99.3 | Email from Christine Day dated May 8, 2025 | |
| 99.4 | Email from Christine Day dated May 9, 2025 | |
| 99.5 | Email from Christine Day dated May 9, 2025 | |
| 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 9, 2025 | KOHL’S CORPORATION | |||||
| By: | /s/ Jennifer Kent | |||||
| Name: Jennifer Kent | ||||||
| Title: Senior Executive Vice President, | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||