UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 8-K


Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  May 15, 2014



     KOHLS CORPORATION     

(Exact name of registrant as specified in its charter)


Commission File Number:   001-11084


 

 

        Wisconsin        

   39-1630919   

(State or other jurisdiction
of incorporation)

(IRS Employer
Identification No.)



N56 W17000 Ridgewood Drive
  Menomonee Falls, Wisconsin 53051  

(Address of principal executive offices)


 (262) 703-7000

Registrant’s telephone number, including area code:



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



 

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 5.07.


Submission of Matters to a Vote of Security Holders


Kohl’s Corporation (the “Company”) held its 2014 Annual Meeting of Shareholders (the “2014 Annual Meeting”) on May 15, 2014. The following matters were voted upon at the 2014 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

169,287,905

 

988,146

 

291,738

 

13,599,772

Steven A. Burd

168,689,706

 

1,585,443

 

292,640

 

13,599,772

Dale E. Jones

169,262,711

 

1,013,434

 

291,644

 

13,599,772

Kevin Mansell

166,673,927

 

3,009,648

 

884,214

 

13,599,772

John E. Schlifske

167,989,512

 

2,284,791

 

293,486

 

13,599,772

Frank V. Sica

167,010,989

 

3,265,518

 

291,282

 

13,599,772

Peter M. Sommerhauser

146,020,456

 

24,253,593

 

293,740

 

13,599,772

Stephanie A. Streeter

165,651,871

 

4,629,053

 

286,865

 

13,599,772

Nina G. Vaca

167,808,046

 

2,472,131

 

287,612

 

13,599,772

Stephen E. Watson

167,982,645

 

2,292,180

 

292,964

 

13,599,772



(2)

Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2015.  


The results of the voting on this proposal are as follows:


 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

177,344,928

 

6,518,561

 

304,072

 

0



(3)

Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers.  


The results of the voting on this proposal are as follows:


 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

166,485,688

 

3,440,510

 

641,591

 

13,599,772



(4)  

A shareholder proposal urging Kohl’s executive pay committee to adopt a policy requiring senior executives to retain a significant percentage of shares acquired through equity pay programs until reaching normal retirement age.


The results of the voting on this proposal are as follows:


 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

33,474,178

 

136,286,028

 

807,583

 

13,599,772






(5)  

Shareholder proposal encouraging the Company’s board of directors to authorize an annual report on the estimated costs, benefits and scientific support for sustainability initiatives.


The results of the voting on this proposal are as follows:


 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

2,251,084

 

158,539,994

 

9,776,711

 

13,599,772



Item 8.01

Other Events

On May 15, 2014, the Company issued a press release announcing events which took place in connection with the 2014 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

 

 

 

 

99.1

Press Release dated May 15, 2014

 

 

 








SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated:  May 16, 2014


KOHL’S CORPORATION




By :/s/ Richard D. Schepp                                      

Richard D. Schepp

Senior Executive Vice President,

Human Resources, General Counsel

and Secretary





EXHIBIT INDEX


 

 

 

 

Exhibit No.

Description

 

 

 

 

99.1

Press Release dated May 15, 2014