KOHLS Corp
For the period ended Feb 3, 2024. Filed Mar 21, 2024.
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FY2024 · Filed Mar 21, 2024
KSS$24.75-0.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Documents filed as part of this report
See Index to Consolidated Financial Statements, the Report of Independent Registered Public Accounting Firm, and the Consolidated Financial Statements, in Part II, Item 8 of this Form 10-K.
Financial Statement Schedule:
All schedules have been omitted as they are not applicable.
Exhibits:
| Exhibit | Description | Document if Incorporated by Reference |
| 3.1 | Amended and Restated Articles of Incorporation of the Company | Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 16, 2011 |
| 3.2 | Amended and Restated Bylaws (clean version) | Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on August 10, 2022 |
| 4.1 | Certain other long-term debt is described in Note 2 of the Notes to Consolidated Financial Statements. The Company agrees to furnish to the Commission, upon request, copies of any instruments defining the rights of holders of any such long-term debt described in Note 2 and not filed herewith. | |
| 4.2 | Warrant to Purchase Common Stock | Exhibit 4.1 of the Company's Current Report on Form 8-K filed on April 23, 2019 |
| 4.3 | Description of Registrant's Securities | Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended February 1, 2020 |
| 10.1 | Amended and Restated Executive Deferred Compensation Plan* | Exhibit 10.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2003 |
| 10.2 | Kohl’s Corporation 2005 Deferred Compensation Plan, as amended and restated effective January 1, 2005* | Exhibit 10.4 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2006 |
| 10.3 | Summary of Executive Medical Plan* | Exhibit 10.6 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005 |
| 10.4 | Summary of Executive Life and Accidental Death and Dismemberment Plans* | Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005 |
| 10.5 | Kohl’s Corporation Annual Incentive Plan* | Annex B to the Proxy Statement on Schedule 14A filed on March 24, 2016 in connection with the Company’s 2016 Annual Meeting of Shareholders |
| 10.6 | Form of Outside Director Restricted Stock Agreement pursuant to the Kohl's Corporation 2017 Long Term Compensation Plan* | Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended January 30, 2021 |
| 10.7 | Kohl's Corporation 2017 Long-Term Compensation Plan* | Annex A to the Proxy Statement on Schedule 14A filed on March 13, 2017 in connection with the company's 2017 Annual Meeting |
| Exhibit | Description | Document if Incorporated by Reference |
| 10.8 | Form of Executive Restricted Stock Agreement pursuant to the Kohl's Corporation 2017 Long-Term Compensation Plan* | Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2017 |
| 10.9 | Form of Executive Performance Share Unit Agreement pursuant to the Kohl's Corporation 2017 Long-Term Compensation Plan* | Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2017 |
| 10.10 | Non-Employee Director Compensation Policy* | |
| 10.11 | Amended and Restated Executive Compensation Agreement between Kohl's Department Stores, Inc. and Jill Timm dated November 1, 2019* | Exhibit 10.25 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 |
| 10.12 | Form of Restricted Stock Unit Agreement for persons party to an Employment Agreement | Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2021 |
| 10.13 | Form of Restricted Stock Unit Agreement for persons party to an Executive Compensation Agreement | Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2021 |
| 10.14 | Form of Performance Stock Unit Agreement | Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2021 |
| 10.15 | Amended and Restated Credit Card Program Agreement dated as of March 14, 2022, by and between Kohl’s, Inc. and Capital One, National Association. | Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022 |
| 10.16 | Amended and Restated Executive Compensation Agreement between Kohl’s, Inc. and Siobhán Mc Feeney dated as of July 16, 2022.* | Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2022 |
| 10.17 | Amended and Restated Raymond Executive Compensation Agreement between Kohl’s, Inc. and Christie Raymond dated as of August 16, 2022.* | Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2022 |
| 10.18 | Cash Award Agreement between Kohl's, Inc. and Jill Timm effective as of November 29, 2022.* | Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2022 |
| 10.19 | Credit Agreement, dated as of January 19, 2023, by and among the Company and its subsidiaries, and Wells Fargo Bank, National Association, as agent, and the other lenders party thereto. | Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 19, 2023 |
| 10.20 | Cooperation Agreement, dated as of February 2, 2023, by and among Kohl’s Corporation, Macellum Badger Fund, LP and certain of its affiliates. | Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 2, 2023 |
| 10.21 | Offer Letter accepted and agreed to effective February 20, 2023 by and between Dave Alves and Kohl's Inc.* | Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 28, 2023 |
| 10.22 | Executive Compensation Agreement between David Alves and Kohl's, Inc. dated as of March 27, 2023* | Exhibit 10.1 to Amendment No. 1 to the Company’s Current Report on Form 8-K filed on March 31, 2023 |
| 10.23 | Restricted Stock Unit Agreement by and between Jill Timm and Kohl's Corporation dated as of April 21, 2023* | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 25, 2023 |
| 10.24 | Employment Agreement between Thomas Kingsbury and Kohl's, Inc. and Kohl’s Corporation dated as of May 10, 2023* | Exhibit 10.1 to Amendment No. 2 to the Company’s Current Report on Form 8-K filed on May 12, 2023 |
| 10.25 | Executive Compensation Agreement between Jennifer Kent and Kohl's, Inc. dated as of February 20, 2023* | Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2023 |
| Exhibit | Description | Document if Incorporated by Reference |
| 10.26 | Executive Compensation Agreement between Nicholas Jones and Kohl's, Inc. dated as of March 20, 2023* | Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2023 |
| 10.27 | Restricted Stock Unit Agreement by and between Christie Raymond and Kohl's Corporation dated as of June 15, 2023* | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2023 |
| 10.28 | Restricted Stock Unit Agreement by and between Siobhán Mc Feeney and Kohl's Corporation dated as of June 15, 2023* | Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 20, 2023 |
| 10.29 | Offer Letter accepted and agreed to effective November 29, 2022 by and between Nick Jones and Kohl's Inc.* | |
| 10.30 | Offer Letter accepted and agreed to effective January 4, 2023 by and between Jennifer Kent and Kohl's Inc.* | |
| 10.31 | Offer Letter accepted and agreed to effective September 21, 2023 by and between Fred Hand and Kohl's Inc.* | |
| 10.32 | Executive Compensation Agreement between Fred Hand and Kohl's Inc. dated as of September 25, 2023* | |
| 10.33 | Aircraft Time Sharing Agreement between Kohl's Inc. and Thomas Kingsbury dated as of November 3, 2023 | |
| 21.1 | Subsidiaries of the Registrant | |
| 23.1 | Consent of Ernst & Young LLP | |
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 97 | Executive Officer Compensation Recovery Policy* | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101) |
*A management contract or compensatory plan or arrangement.
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