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): July 15, 2019
KOHL’S CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin |
001-11084 |
39-1630919 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin |
53051 |
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(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)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 15, 2019, the Board of Directors of Kohl’s Corporation (the “Company”) increased the size of the Board to eleven members and elected Michael Bender to fill the new Board seat effective immediately. Mr. Bender will initially serve on the Board of Directors’ Audit and Governance and Nominating Committees. A copy of the press release announcing the election is attached as Exhibit 99.1 and incorporated herein by reference.
As a non-employee director of the Company, Mr. Bender will participate in the Company’s Non-Employee Director Compensation Program, as described on Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019. Pursuant to the Non-Employee Director Compensation Program, Mr. Bender is expected to receive an equity award on August 15, 2019. This award, which will be comprised of restricted shares, will have a “grant date fair value” of approximately $125,000, calculated in accordance with FASB ASC Topic 718. The restricted shares will vest on the first anniversary of the date of grant.
Mr. Bender does not have any arrangement or understanding with any persons pursuant to which he was elected to serve as a director, except as described herein. Mr. Bender does not have any family relationship with any officer or director of the Company. Further, Mr. Bender has not been involved in any related transactions or relationships with the Company as defined in Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1 Press Release dated July 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.
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Dated: July 15, 2019
KOHL'S CORPORATION |
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By: |
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/s/ Jason J. Kelroy |
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Jason J. Kelroy |
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Executive Vice President, |
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General Counsel and Secretary |
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Exhibit 99.1
Michael Bender Elected to Kohl’s Corporation Board of Directors
MENOMONEE FALLS, Wis., July 15, 2019 – Kohl’s Corporation (NYSE: KSS) today announced that its Board of Directors increased the size of the Board to eleven members and elected Michael Bender to fill the new Board seat effective immediately. Bender has been elected to a term expiring at Kohl’s 2020 annual shareholders meeting and will be eligible for re-election by Kohl’s shareholders at that time. He will initially serve on the Board of Directors’ Audit and Governance and Nominating Committees.
“Michael is a seasoned executive leader who brings deep expertise with notable retail and consumer brands, as well as global e-commerce,” said Frank Sica, Kohl’s chairman. “Michael's breadth of experience and his deep understanding of operations will be valuable assets to Kohl’s, and we look forward to his contributions to the board."
Bender is President and Chief Executive Officer of Eyemart Express, LLC, an eyecare retailer. Previously, Bender held a number of successive management positions at Walmart Inc. over 8 years, having most recently served as Chief Operating Officer of Global eCommerce. Prior to Walmart, Bender held senior positions at Cardinal Health, Inc., a global, integrated healthcare services and products company, including President and General Manager – Retail and Alternate Care. Bender has also served as Vice President of Store Operations for L-Brands, Inc. – Victoria’s Secret Stores and has 15 years of experience with PepsiCo, Inc. where he held a variety of sales, finance and operating roles.
Bender also brings board experience from Ryman Hospitality Properties, Inc., a real estate investment trust, where he served as a director for nearly 15 years.
About Kohl’s
Kohl’s (NYSE: KSS) is a leading omnichannel retailer with more than 1,100 stores in 49 states. With a commitment to inspiring and empowering families to lead fulfilled lives, Kohl’s offers amazing national and exclusive brands, incredible savings and an easy shopping experience in our stores, online at Kohls.com and on Kohl's mobile app. Since its founding, Kohl's has given more than $700 million to support communities nationwide, with a focus on family health and wellness. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohl’s impact in the community or how to join our winning team, visit Corporate.Kohls.com or follow @KohlsNews on Twitter.
Contact:
Jen Johnson, Jen.Johnson@Kohls.com, 262-703-5241