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): December 15, 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 5.04
Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On December 15, 2016, Kohl’s Corporation (the “Company”) received a notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, regarding a blackout period for the Kohl’s Stock Fund (the “Fund”) within the Company’s 401(k) savings plan (the “Plan”). On December 15, 2016, the Company provided a notice to its directors and executive officers informing them of the blackout period and the trading restrictions that apply to the Company’s directors and executive officers during the blackout period. This notice was required pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission’s Regulation BTR, which prohibits trading in Company equity securities by directors and executive officers during blackout periods.

The blackout period is required to facilitate the elimination of the Fund as an investment option under the Plan. The blackout period is expected to begin on January 18, 2017 and is expected to end on January 31, 2017. During the blackout period, participants in the 401(k) Plan will be unable to direct or diversify investments in the Fund and/or take certain withdrawals, loans or distributions from the portion of the participant’s account invested in the Fund.

A copy of the Company’s notice to its directors and executive officers is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.    Description

99.1         Notice of Trading Blackout Period dated December 15, 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:  December 15, 2016
KOHL'S CORPORATION

    
 
 
By:
/s/ Jason J. Kelroy
 
 
 
 
Jason J. Kelroy
 
 
 
 
EVP, General Counsel & Secretary
 








EXHIBIT INDEX

 
Exhibit No.
Description
 
99.1
Notice of Trading Blackout Period dated December 15, 2016