SEC Document




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 11, 2016


KOHL’S CORPORATION
(Exact name of registrant as specified in its charter)

 
 
 
      Wisconsin      
  001-11084   
      39-1630919      
(State or other jurisdiction
 of incorporation)
(Commission
 File Number)
(IRS Employer
 Identification No.)

         N56 W17000 Ridgewood Drive
         Menomonee Falls, Wisconsin             
 
53051
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code:  (262) 703-7000

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:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
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 2016 Annual Meeting of Shareholders (the "2016 Annual Meeting") on May 11, 2016. The following matters were voted upon at the 2016 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
149,144,118

920,755

110,755

17,717,705

Steven A. Burd
147,721,176

2,355,179

99,273

17,717,705

Dale E. Jones
149,045,984

1,000,067

129,577

17,717,705

Kevin Mansell
134,939,082

11,318,692

3,917,854

17,717,705

Jonas Prising
149,319,502

736,515

119,611

17,717,705

John E. Schlifske
148,236,553

1,817,815

121,260

17,717,705

Frank V. Sica
145,616,188

4,463,842

95,598

17,717,705

Stephanie A. Streeter
144,177,288

5,875,156

123,184

17,717,705

Nina G. Vaca
147,433,773

2,639,547

102,308

17,717,705

Stephen E. Watson
147,633,422

2,427,176

115,030

17,717,705



(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 28, 2017.

The results of the voting on this proposal were as follows:
For
Against
Abstain
Broker
Non-Votes
160,435,083

7,287,211

171,039

0

(3)
Non-Binding Advisory Vote on the Compensation of the Company's Named Executive Officers.

The results of the voting on this proposal were as follows:
For
Against
Abstain
Broker
Non-Votes
133,211,068

16,684,035

280,525

17,717,705


(4)
Proposal to Re-Approve the Material Terms of the Performance Goals Under Kohl's Annual Incentive Plan.

The results of the voting on this proposal were as follows:
For
Against
Abstain
Broker
Non-Votes
147,661,589

2,285,681

228,358

17,717,705







(5)
Proposal to Re-Approve the Material Terms of the Performance Goals Under Kohl's 2010 Long-Term Compensation Plan.

The results of the voting on this proposal were as follows:
For
Against
Abstain
Broker
Non-Votes
145,146,107

4,789,978

239,543

17,717,705


(6)
A shareholder proposal on the recovery of unearned management bonuses.

The results of the voting on this proposal were as follows:
For
Against
Abstain
Broker
Non-Votes
49,880,999

99,995,891

298,738

17,717,705


Item 8.01.  Other Events.

On May 11, 2016, the Company issued a press release announcing events which took place in connection with the 2016 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 11, 2016





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 11, 2016
KOHL'S CORPORATION


 
 
By:
/s/ Jason J. Kelroy
 
 
 
 
Jason J. Kelroy
 
 
 
 
Executive Vice President, General Counsel and Secretary

 
 
 
 
 
 




EXHIBIT INDEX

 
 
Exhibit No.
Description
 
 
99.1
Press Release dated May 11, 2016