KOHLS Corp 8-K

What Happened

• Kohl’s Corporation announced that shareholders approved the Kohl’s Corporation 2024 Long‑Term Compensation Plan, as amended and restated effective May 20, 2026. The plan was adopted by the Board on April 3, 2026 and approved at the May 20, 2026 Annual Meeting. The plan is a material compensatory arrangement that covers the company’s named executive officers and other employees and non‑employee directors.
• At the same meeting, shareholders elected all eight board nominees to one‑year terms: Wendy Arlin; Michael J. Bender; Yael Cosset; H. Charles Floyd; Robbin Mitchell; Jonas Prising; John E. Schlifske; and Adolfo Villagomez. Shareholders also cast advisory votes on executive compensation and ratified Ernst & Young LLP as auditor.

Key Details

• Plan changes: increased authorized shares by 5,200,000 (bringing the plan total to 12,850,000 shares), extended the plan term 10 years through May 20, 2036, and set a $750,000 cap on total annual compensation (cash + equity) to any non‑employee director per board service year.
• Shares: In addition to the 12,850,000 authorized under the amended plan, 4,785,851 shares that were subject to outstanding awards as of March 29, 2024 remain available to the extent not used under the Plan.
• Vote totals (final): Plan approval — For 67,394,833; Against 3,271,609; Abstain 286,944; Broker non‑votes 19,843,956. Advisory vote on executive pay — For 66,512,423; Against 4,040,026; Abstain 400,937. Auditor ratification — For 86,826,762; Against 3,667,981; Abstain 302,599.
• Award types: The Plan authorizes stock options (including incentive stock options), stock appreciation rights, restricted stock and RSUs, performance units/shares, and substitute awards.

Why It Matters

• Dilution and executive pay: The additional 5.2 million shares (and potential availability of ~4.8 million unused shares) increase the pool of stock available for equity awards, which can dilute existing shareholders if heavily used. The Plan explicitly affects how Kohl’s compensates executives and directors going forward.
• Governance signals: Shareholder approval of the Plan and the re‑election of all eight directors indicate investor support for the company’s current board and compensation framework, while the detailed vote counts show the level of backing for pay practices and the auditor.
• Practical next step: The full amended Plan text is filed as an exhibit to the 8‑K (Exhibit 10.1) for investors who want the exact terms and mechanics of awards.