KOHLS CORPORATION (NYSE:KSS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Kohls Corporation 2017 Long-Term Compensation Plan
At the 2017 Annual Meeting of Shareholders (the 2017 Annual
Meeting) of Kohls Corporation (the Company) held on May 10, 2017,
the Companys shareholders approved the Kohls Corporation 2017
Long-Term Compensation Plan (the 2017 Plan). The 2017 Plan
provides for the following types of awards to our current and
former employees and non-employee members of the Companys Board
of Directors (the Board):
options to purchase shares of the Companys $0.01 par value common
shares Common Stock (Common Stock),
stock appreciation rights,
stock awards,
performance units, and
performance shares.
Under the 2017 Plan, the aggregate number of shares of Common
Stock available for issuance is 15,176,879, which includes unused
shares of Common Stock that were subject to 6,176,879 outstanding
awards as of March 31, 2017 that were granted under the Companys
prior equity plans.
The foregoing description of the 2017 Plan is qualified in its
entirety by reference to the 2017 Plan attached as Annex A to the
Proxy Statement on Schedule 14A filed on March 31, 2017 in
connection with the 2017 Annual Meeting, which is incorporated
herein by reference.
Appointment of Interim Principal Financial and Accounting
Officer
On May 10, 2017, following the previously announced retirement of
Wesley S. McDonald as Chief Financial Officer of the Company, the
Board appointed Kevin Mansell as interim principal financial
officer, to serve until such time as a permanent replacement is
named. Mr. Mansell currently serves the Company as Chairman of
the Board, President and Chief Executive Officer. Mr. Mansells
biography is set forth under Part I, Item 4A of the Companys Form
10-K, filed on March 17, 2017. For Securities and Exchange
reporting purposes, the Board designated Mr. Mansell as interim
principal financial and accounting officer. Mr. Mansells
compensation did not change in connection with the foregoing.
Since January1, 2016, there have been no transactions, and there
are no currently proposed transactions, to which the Company was
or is a participant and in which Mr. Mansell had or is to have a
direct or indirect material interest that would require
disclosure to Item404(a) of RegulationS-K.
Item 5.07.
Submission of Matters to a Vote of Security
Holders
The following matters were voted upon at the 2017 Annual Meeting:
(1)
Proposal to elect the 10 individuals nominated by the Board of
Directors to serve as directors for a one year term and until
their successors are duly elected and qualified.
The results of the voting on this proposal were as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||||
|
Peter Boneparth |
129,820,979 |
4,517,990 |
88,464 |
17,777,748 |
||||
|
Steven A. Burd |
131,545,258 |
2,792,439 |
89,736 |
17,777,748 |
||||
|
Kevin Mansell |
126,742,600 |
4,653,658 |
3,031,175 |
17,777,748 |
||||
|
Jonas Prising |
132,951,445 |
1,385,372 |
90,616 |
17,777,748 |
||||
|
John E. Schlifske |
132,461,277 |
1,876,080 |
90,076 |
17,777,748 |
||||
|
Adrianne Shapira |
133,357,560 |
987,620 |
82,253 |
17,777,748 |
||||
|
Frank V. Sica |
129,450,304 |
4,887,013 |
90,116 |
17,777,748 |
||||
|
Stephanie A. Streeter |
132,420,627 |
1,924,983 |
81,823 |
17,777,748 |
||||
|
Nina G. Vaca |
131,848,205 |
2,494,300 |
84,928 |
17,777,748 |
||||
|
Stephen E. Watson |
131,683,345 |
2,655,038 |
89,050 |
17,777,748 |
(2)
Proposal to ratify the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm for the
fiscal year ending February 3, 2018.
The results of the voting on this proposal are as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||||||||||
|
145,756,700 |
6,309,780 |
138,701 |
|
|||||||||||
(3)
Non-Binding Advisory Vote on the Compensation of the Companys
Named Executive Officers.
The results of the voting on this proposal are as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||||||||||
|
125,028,549 |
9,099,835 |
299,049 |
17,777,748 |
|||||||||||
(4)
Non-Binding Advisory Vote on the Frequency of Future
Non-Binding Advisory Votes on the Compensation of the Companys
Named Executive Officers.
The results of the voting on this proposal are as follows:
|
1 Year |
2 Years |
3 years |
Abstain |
Broker Non-Votes |
|||
|
114,560,578 |
333,650 |
19,372,971 |
160,234 |
17,777,748 |
|||
(5)
Proposal to Approve the Kohls 2017 Long-Term Compensation Plan.
The results of the voting on this proposal are as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||||||||||
|
129,037,888 |
5,119,139 |
270,406 |
17,777,748 |
|||||||||||
(6)
A shareholder proposal on independent chair.
The results of the voting on this proposal are as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||||||||||
|
25,511,599 |
108,664,969 |
250,865 |
17,777,748 |
|||||||||||
Item 8.01
Other Events
On May 10, 2017, the Company issued a press release announcing
events which took place in connection with the 2017 Annual
Meeting. The press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits
|
Exhibit No. |
Description |
|
|
10.1 |
Kohls Corporation 2017 Long-Term Compensation Plan, |
|
|
99.1 |
Press Release dated May 10, 2017 |
|
About KOHL’S CORPORATION (NYSE:KSS)
Kohl’s Corporation (Kohl’s) is an operator of department stores. The Company operates approximately 1,154 Kohl’s department stores, a Website (www.Kohls.com), approximately 12 FILA outlets, and approximately three Off-Aisle clearance centers. The Company’s stores and Website sell moderately-priced private label and national brand apparel, footwear, accessories, beauty and home products. The Company’s Website includes merchandise that is available in its stores, as well as merchandise that is available only online. The Company’s merchandise mix includes both national brands and private brands that are available only at Kohl’s. The Company’s private brands include Apt. 9, Croft & Barrow, Jumping Beans, SO and Sonoma Goods for Life. The Company’s exclusive brands include Food Network, Jennifer Lopez, Marc Anthony, Rock & Republic and Simply Vera Vera Wang. KOHL’S CORPORATION (NYSE:KSS) Recent Trading Information
KOHL’S CORPORATION (NYSE:KSS) closed its last trading session up +0.50 at 40.32 with 4,992,841 shares trading hands.
