UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 17, 2021, the Board of Directors of Kohl’s Corporation (the “Company”) increased the size of the Board to twelve members and appointed Robbin Mitchell to fill the new Board seat effective on that date. Ms. Mitchell will initially serve on the Board of Directors’ Governance and Nominating Committee. A copy of the February 17, 2021 press release announcing the appointment is attached as Exhibit 99.1 and incorporated herein by reference.
As a non-employee director of the Company, Ms. Mitchell will participate in the Company’s Non-Employee Director Compensation Program, as described in Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020. Pursuant to the Non-Employee Director Compensation Program, Ms. Mitchell is expected to receive an equity award on March 15, 2021. 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.
Ms. Mitchell does not have any arrangement or understanding with any persons pursuant to which she was selected as a director. Ms. Mitchell does not have any family relationship with any officer or director of the Company. Further, Ms. Mitchell 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
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated February 17, 2021
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: February 17, 2021 |
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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Senior Executive Vice President, |
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General Counsel and Corporate Secretary |
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