8-K 1 form8k.htm FORM 8-K FORM 8-K

                                                                                                                                                           

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 15, 2019

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

         Wisconsin         

  001-11084  

     39-1630919     

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


N56 W17000 Ridgewood Drive

      Menomonee Falls, Wisconsin      

 


   53051   

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:  (262) 703-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

KSS

New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



                                                                                                                                                           

Item 5.07.

Submission of Matters to a Vote of Security Holders


The following matters were voted upon at the 2019 annual meeting of shareholders held on May 15, 2019:

(1)

Proposal to elect the 10 individuals nomincated by the Board of Directors to serve as directors for a one year term and until their successors are duly elected and qualified.


The results of the voting on this proposals were as follows:


 

 

 

 

 

 

 

 

Broker

 

For

 

Against

 

 

Abstain

 

Non-votes

Peter Boneparth

123,968,314

 

3,331,545

 

 

103,723

 

13,455,241

Steven A. Burd

121,263,834

 

6,035,061

 

 

104,687

 

13,455,241

H. Charles Floyd

122,469,508

 

4,826,469

 

 

107,605

 

13,455,241

Michelle Gass

125,000,911

 

2,309,066

 

 

93,605

 

13,455,241

Jonas Prising

124,324,953

 

2,974,446

 

 

104,183

 

13,455,241

John E. Schlifske

125,504,922

 

1,790,352

 

 

108,308

 

13,455,241

Adrianne Shapira

125,522,685

 

1,785,959

 

 

94,938

 

13,455,241

Frank V. Sica

114,516,301

 

9,706,790

 

 

3,180,491

 

13,455,241

Stephanie A. Streeter

123,846,523

 

3,460,501

 

 

96,558

 

13,455,241

Stephen E. Watson

120,065,996

 

7,232,533

 

 

105,053

 

13,455,241


(2)

Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2020.  


The results of the voting on this proposal are as follows:


 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

132,454,027

 

8,230,515

 

174,281

 

0


(3)

Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers.  


The results of the voting on this proposal are as follows:


 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

111,944,087

 

15,194,309

 

265,186

 

13,455,241


(4)

A shareholder proposal on political disclosure.


The results of the voting on this proposal are as follows:


 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

63,087,087

 

63,552,463

 

764,032

 

13,455,241


(5)

A shareholder proposal on vendor policy regarding oversight on animal welfare.


The results of the voting on this proposal are as follows:


 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

8,622,454

 

117,191,100

 

1,550,028

 

13,455,241

Item 8.01

Other Events

On May 15, 2019, the Company issued a press release announcing events which took place in connection with the 2019 Annual Meeting.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01.

Financial Statements and Exhibits


 

 

 

 

Exhibit No.

Description

 

99.1

Press Release dated May 15, 2019

 

 

 




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 15, 2019


KOHL’S CORPORATION




By:

/s/ Jason J. Kelroy                  

Jason J. Kelroy

Executive Vice President,

General Counsel and Secretary