KOHLS Corp

For the period ended May 15, 2024. Filed Apr 5, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2024 · Filed Apr 5, 2024

KSS$23.04-3.6%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

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Soliciting Material under §240.14a-12

KOHL’S CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


	Notice of Annual Meeting of Shareholders

Date and Time			Virtual Meeting—Live Interactive Webcast			Record Date
May 15, 2024 8:00 a.m. Central Time			www.cesonlineservices.com/kss24_vm			Close of business on March 20, 2024

To Our Shareholders:

We are pleased to invite you to attend the Annual Meeting of Shareholders of Kohl’s Corporation on May 15, 2024, at 8:00 a.m. Central Time.

This year’s Annual Meeting will again be held exclusively online via a live interactive webcast. You will be able to vote and submit your questions in

advance of, or during, the Annual Meeting of Shareholders and/or attend virtually by visitingwww.cesonlineservices.com/kss24_vm.

The proxy statement for the Annual Meeting and form of proxy card is first being made available to shareholders on or about April 5, 2024.

The purposes of the Annual Meeting are:


1	Proposal 1—To elect the eleven individuals nominated by our Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified	15
2	Proposal 2—To approve, by an advisory vote, the compensation of our named executive officers	40
3	Proposal 3—To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2025	88
4	Proposal 4—To approve the Kohl’s Corporation 2024 Long-Term Compensation Plan	91
5	Proposal 5—Shareholder Proposal—Corporate Financial Sustainability Report	102
6	To consider and act upon any other business that may properly come before the meeting or any adjournment thereof


PROPOSAL 1		PROPOSAL 2	PROPOSAL 3		PROPOSAL 4	PROPOSAL 5
ELECTION OF DIRECTORS		ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	RATIFICATION OF THE APPOINTMENT OF AUDITORS		APPROVAL OF THE KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN	SHAREHOLDER PROPOSAL
Board Recommendation		Board Recommendation	Board Recommendation		Board Recommendation	Board Recommendation
	“FOR” all nominees			“FOR”			“FOR”	“FOR”	“AGAINST”


	Notice of Annual Meeting of Shareholders

Only shareholders of record at the close of business on March 20, 2024 are entitled to notice of and to vote at the meeting.

It is important that your shares are represented and voted at the Annual Meeting no matter how large or small your holdings may be. Please vote as soon as possible in one of these three ways, even if you plan to attend the meeting:

		Internet				Phone				Mail
		Follow the instructions on your notice regarding availability of proxy materials.				Follow the instructions on your notice regarding availability of proxy materials.				If you received a printed proxy card, complete, date, sign and return the proxy card according to the included instructions.

Even if you vote in advance, you may still decide to attend the virtual Annual Meeting of Shareholders, withdraw your proxy and vote your shares at the Annual Meeting. For more information, see “May I change or revoke my vote after I submit my proxy?” which begins on page 5.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON MAY 15, 2024
		The 2023 Annual Report on Form 10-K and proxy statement of Kohl’s Corporation are available at www.proxyvote.com and www.fcrvote.com/kss

We appreciate your continued confidence in our company and your support for our strategy. We look forward to your participation in our virtual Annual Meeting on May 15, 2024.

			By Order of the Board of Directors, Jennifer Kent Chief Legal Officer and Corporate Secretary Menomonee Falls, Wisconsin April 5, 2024

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.