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): November 10, 2021
KOHL’S CORPORATION
(Exact name of registrant as specified in its charter)
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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:
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☐ | 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:
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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 8.01. Other Events.
As previously disclosed on April 14, 2021, independent Chair Frank Sica notified the Company that he intends to retire and not stand for re-election to the Board of Directors of the Company (the “Board”) at the Company’s 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”). On November 10, 2021, as part of the Board’s deliberate succession planning process, the Board unanimously decided to appoint Peter Boneparth as independent Chair following Mr. Sica’s retirement effective as of the 2022 Annual Meeting. It was also determined that, in connection with Mr. Boneparth’s appointment as independent Chair, independent director Michael Bender will be appointed Chair of the Nominating & ESG Committee effective as of the 2022 Annual Meeting.
On November 10, 2021, the Board also declared a quarterly cash dividend of $0.25 per share. The dividend will be paid on December 22, 2021 to all shareholders of record at the close of business on December 8, 2021. A copy of the press release announcing the dividend is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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: November 10, 2021 | KOHL'S CORPORATION | |
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| By: | | /s/ Jason J. Kelroy | |
| | | Jason J. Kelroy | |
| | | Senior Executive Vice President, | |
| | | General Counsel and Corporate Secretary | |
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