Business Context and Reporting Period
This Form 8-K filing by Kohl's Corporation (KSS) is dated November 23, 2025. The report discloses a significant corporate governance event: the permanent appointment of Michael J. Bender as Chief Executive Officer, effective immediately. Mr. Bender had previously served as Interim CEO since May 1, 2025.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes and Executive Compensation
The primary material change is the formalization of Mr. Bender's role and the disclosure of his compensation package, which includes:
- Base Salary: $1,475,000 annualized.
- Annual Incentive Plan: Target of 175% of base salary, with a payout range of 0% to 200% of the target.
- Long-Term Incentives: Annual target of no less than $9,500,000, with equity awards eligible beginning in spring 2026.
- Benefits and Perquisites: Eligibility for personal security, health plans, and company aircraft use capped at $200,000 per year.
- Relocation Assistance: A lump sum payment of $160,000 to assist with establishing a residence in the Milwaukee area.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. It notes that Mr. Bender is subject to restrictive covenant obligations and entitled to certain termination benefits, the specifics of which are detailed in the attached Executive Compensation Agreement (Exhibit 10.2). No specific risks or contingencies related to the company's operations are disclosed in this report.
Key Facts for Investor Verification
- Verify the terms of the Executive Compensation Agreement (Exhibit 10.2) for details on termination benefits and restrictive covenants.
- Confirm the timeline for the issuance of the first long-term equity awards, noted as spring 2026.
- Review the attached Press Release (Exhibit 99.1) for any additional strategic context regarding the leadership transition.
- Note that this filing does not contain updated financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.