KOHLS Corp
For the period ended May 14, 2025. Filed Mar 28, 2025.
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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 14, 2025 · Filed Mar 28, 2025
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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)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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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 all boxes that apply):
| ☒ | 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 |
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Notice of Annual Meeting of Shareholders
| Date and Time | | Virtual Meeting — Live Interactive Webcast | | Record Date |
|---|---|---|---|---|
| May 14, 20258:00 a.m. Central Time | | www.cesonlineservices.com/kss25_vm | | Close of business onMarch 12, 2025 |
To Our Shareholders:
We are pleased to invite you to attend the Annual Meeting of Shareholders of Kohl’s Corporation on May 14, 2025, at 8:00 a.m. Central Time.
The 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/kss25_vm.
The Proxy Statement for the Annual Meeting and form of proxy card is first being made available to shareholders on or about March 28, 2025.
The purposes of the Annual Meeting are:
| Items of Business · · See Page | ||||
|---|---|---|---|---|
| 1 | | Proposal 1 — To elect the ten 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 | | 18 |
| 2 | | Proposal 2 — To approve, by an advisory vote, the compensation of our Named Executive Officers | | 45 |
| 3 | | Proposal 3 — To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026 | | 98 |
| 4 | | Proposal 4 — Shareholder Proposal — Shareholder vote on executive severance payments | | 101 |
| 5 | | 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 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ELECTION OF DIRECTORS | | | ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | RATIFICATION OF THE APPOINTMENTOF THE INDEPENDENT AUDIT FIRM | | | SHAREHOLDER PROPOSAL | |||
| Board Recommendation | | | Board Recommendation | | | Board Recommendation | | | Board Recommendation | |||
| “FOR” all nominees | | | “FOR” | | | “FOR” | | | “AGAINST” | |||
Notice of Annual Meeting of Shareholders
Only shareholders of record at the close of business on March 12, 2025 are entitled to notice of, and to vote at, the Annual Meeting.
**YOUR VOTE IS IMPORTANT.**It is important that your shares are represented and voted at the Annual Meeting no matter how large or small your holdings may be. Even if you plan to attend the Annual Meeting, please cast your vote as soon as possible using one of the following methods:
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| | INTERNET | | PHONE | | ||
| | Follow the instructions on your notice regarding the availability of proxy materials. | | Follow the instructions on your notice regarding the availability of proxy materials. | | If you received a printed proxy card, complete, date, sign, and return your proxy card in accordance with the included instructions. | |
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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?” on page 5.
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| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BEHELD VIRTUALLY ON MAY 14, 2025 | | ||||
| | The 2024 Annual Report on Form 10-K and ProxyStatement of Kohl’s Corporation are available at www.proxyvote.com and www.fcrvote.com/kss | | ||||
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We encourage you to review the Proxy Statement accompanying this Notice for more complete information regarding the Annual Meeting of Shareholders, as well as the full text of each proposal to be presented at the meeting.
We appreciate your continued support and confidence in Kohl’s. We look forward to your participation in our virtual Annual Meeting on May 14, 2025.
| | By Order of the Board of Directors:Jennifer KentChief Legal Officer and Corporate SecretaryMenomonee Falls, WisconsinMarch 28, 2025 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.