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 10, 2012



     KOHLS CORPORATION     

(Exact name of registrant as specified in its charter)


Commission File Number:   001-11084


 

 

       Wisconsin        

(State or other jurisdiction
of incorporation)

39-1630919

 

(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 2012 Annual Meeting of Shareholders (the “2012 Annual Meeting”) on May 10, 2012. The following  matters were voted upon at the 2012 Annual Meeting:

(1)

Proposal to elect the 12 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

187,199,653

 

14,006,672

 

65,035

 

13,023,738

Steven A. Burd

196,885,978

 

4,322,676

 

62,706

 

13,023,738

John F. Herma

185,672,129

 

15,541,790

 

57,441

 

13,023,738

Dale E. Jones

197,835,516

 

3,366,933

 

68,911

 

13,023,738

William S. Kellogg

199,630,804

 

1,584,564

 

55,992

 

13,023,738

Kevin Mansell

197,367,200

 

3,760,440

 

143,720

 

13,023,738

John E. Schlifske

200,314,985

 

889,578

 

66,797

 

13,023,738

Frank V. Sica

196,263,229

 

4,941,862

 

66,269

 

13,023,738

Peter M. Sommerhauser

186,817,654

 

14,390,847

 

62,859

 

13,023,738

Stephanie A. Streeter

185,613,638

 

15,593,901

 

63,821

 

13,023,738

Nina G. Vaca

198,747,938

 

   2,458,625

 

64,797

 

13,023,738

Stephen E. Watson

184,981,131

 

16,221,985

 

68,244

 

13,023,738



(2)

Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2013.  


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


 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

211,585,387

 

2,569,152

 

140,559

 

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

192,533,021

 

8,095,721

 

642,618

 

13,023,738





(4)  

Shareholder proposal encouraging the Company’s board of directors to develop a policy prohibiting the sale of products that use animal fur.



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


 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

6,162,141

 

179,907,248

 

15,201,971

 

13,023,738



(5)  

Shareholder proposal on Succession Planning and Reporting.  


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


 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

36,242,708

 

164,781,629

 

247,023

 

13,023,738


(6)  

Shareholder proposal requesting the Company’s executive pay committee adopt a policy requiring that senior executives retain a significant percentage of stock acquired through equity pay programs until one year following the termination of their employment.


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


 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

41,390,087

 

159,477,915

 

403,358

 

13,023,738


Item 8.01

Other Events

On May 10, 2012, the Company issued a press release announcing events which took place in connection with the 2012 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 10, 2012

 

 

 







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 14, 2012


KOHL’S CORPORATION




By :/s/ Richard D. Schepp                            

Richard D. Schepp

Senior Executive Vice President,

General Counsel and Secretary




EXHIBIT INDEX


 

 

 

 

Exhibit No.

Description

 

 

 

 

99.1

Press Release dated May 12, 2011