Business Context and Reporting Period
This Form 8-K Current Report from Kohl's Corporation covers events occurring on May 20, 2026, specifically the conclusion of the Company's 2026 Annual Meeting of Shareholders. The filing details the approval of a restated long-term compensation plan and the final voting results for four shareholder proposals.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and compensation plan amendments rather than financial performance data.
Material Changes and Corporate Actions
- Compensation Plan Amendment: Shareholders approved the "Kohl's Corporation 2024 Long-Term Compensation Plan," as amended and restated effective May 20, 2026.
- Share Authorization Increase: The plan was amended to increase the number of shares authorized for issuance by 5,200,000 shares. The total aggregate shares authorized under the plan is now 12,850,000 (excluding unused shares from prior awards).
- Plan Extension: The term of the plan was extended for ten years, running through May 20, 2036.
- Director Compensation Cap: A new limit of $750,000 was established on total annual compensation (cash and equity) for any non-employee director during a single board service year.
Shareholder Voting Results
Shareholders voted on four proposals at the Annual Meeting. All proposals were approved.
| Proposal | For Votes | Against Votes | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 1. Election of Directors (8 Nominees Elected) |
Varied by nominee (Range: ~65.8M to ~70.3M) |
Varied by nominee (Range: ~0.55M to ~4.93M) |
Varied by nominee | 19,843,956 |
| 2. Advisory Vote on Executive Compensation | 66,512,423 | 4,040,026 | 400,937 | 19,843,956 |
| 3. Ratification of Ernst & Young LLP | 86,826,762 | 3,667,981 | 302,599 | 0 |
| 4. Approval of Amended Compensation Plan | 67,394,833 | 3,271,609 | 286,944 | 19,843,956 |
Outlook, Risks, and Contingencies
The filing does not contain management commentary on future financial outlook, specific risks, or contingencies. The primary focus is the successful ratification of the compensation plan and the election of the Board of Directors.
Key Facts for Investor Verification
- Verify the impact of the 5,200,000 share increase on potential future dilution.
- Note the $750,000 cap on non-employee director compensation as a new governance constraint.
- Observe the significant number of broker non-votes (19,843,956) on Proposals 1, 2, and 4, indicating a large portion of shares held in street name were not voted on these specific matters.
- Confirm the 10-year extension of the compensation plan through 2036.