KOHLS Corp 8-K

What Happened
Kohl's Corporation announced on June 15, 2026 (via an 8-K) that Elliott Rodgers accepted appointment as Chief Operating Officer, with an effective start date of September 9, 2026. Rodgers, age 50, joins from prior senior operations roles including Executive VP & Chief Operations Officer at Foot Locker and leadership positions at Ulta Beauty and Target. He resigned from the Levi Strauss & Co. board effective June 15, 2026 in connection with this appointment.

Key Details

• Start date: September 9, 2026 (appointment accepted June 10, 2026).
• Base salary: $900,000 annually.
• Signing incentive: $400,000 (subject to prorated reimbursement if Rodgers voluntarily leaves without Good Reason or is terminated for Cause before one year).
• Annual cash incentive: eligible with a target of 130% of base salary; payout range 0–200% of target; FY2026 award prorated for days of service.
• Long-term incentive: annual target $2,500,000; for FY2026 Rodgers is eligible for a prorated grant valued at $1,875,000 (60% performance share units, 40% restricted stock units).
• Pre-employment termination payment: $250,000 if the company withdraws the offer before his start date (subject to limited exceptions).
• Other benefits: standard senior executive health/welfare/retirement plans, relocation assistance, financial/tax advisory reimbursement, and a commuting stipend during first year.
• No family relationships or related-party transactions requiring disclosure since Feb 2, 2025.

Why It Matters
This is a material executive change: Kohl's is adding a seasoned operations leader with retail, supply chain, and technology experience, which could influence the company's store, supply chain, and omnichannel operations execution. The compensation package includes significant near-term equity and incentive pay, which has budget and dilution implications for shareholders (noted as prorated FY2026 awards). Investors should note the effective date (Sept. 9, 2026) for when Rodgers will begin influencing operations and strategy.