Form 8-K KOHLS Corp For: May 11
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 |
Contacts:
Kohl's Investor Relations: Wes McDonald, 262-703-1893
Media Relations: Jen Johnson, 262-703-5241, [email protected]
Kohl's Corporation Holds Annual Shareholder Meeting
Company announces preliminary results of six initiatives up for shareholder vote
MENOMONEE FALLS, Wis., May 11, 2016-- Kohl’s Corporation (NYSE: KSS). Kohl’s Corporation today held its annual shareholders meeting. Following are the preliminary results for the six initiatives voted upon by shareholders:
1. | Kohl's shareholders re-elected Peter Boneparth, Steven A. Burd, Dale E. Jones, Kevin Mansell, Jonas Prising, John E. Schlifske, Frank V. Sica, Stephanie A. Streeter, Nina G. Vaca and Stephen E. Watson to the board of directors for one-year terms, with an average vote of more than 97 percent of the votes cast. |
2. | A proposal to ratify the appointment of Ernst & Young LLP as Kohl's independent registered public accounting firm received approximately 96 percent of the votes cast. |
3. | A non-binding advisory vote to approve the compensation of Kohl's executive officers received approximately 89 percent of the votes cast. |
4. | A proposal to re-approve the material terms of the performance goals under Kohl's Annual Incentive plan received approximately 98 percent of the votes cast. |
5. | A proposal to re-approve the material terms of the performance goals under Kohl's 2010 Long-Term Compensation Plan received approximately 97 percent of the votes cast. |
6. | A shareholder proposal seeking adoption of a policy regarding the recovery of unearned management bonuses received approximately 33 percent of the votes cast. |
Kohl's 10-K, proxy and information about the company's 2015 financial performance are available at www.kohlscorporation.com.
About Kohl's
Kohl’s (NYSE: KSS) is a leading specialty department store with more than 1,100 stores in 49 states. With a commitment to inspiring and empowering families to lead fulfilled lives, the company offers amazing national and exclusive brands, incredible savings and inspiring shopping experiences in-store, online at Kohls.com and via mobile devices. Committed to its communities, Kohl’s has raised nearly $300 million for children’s initiatives nationwide through its Kohl’s Cares® cause merchandise program, which operates under Kohl's Cares, LLC, a wholly-owned subsidiary of Kohl's Department Stores, Inc. For additional information about Kohl’s philanthropic and environmental initiatives, visit www.Kohls.com/Cares. For a list of store locations and information, or for the added convenience of shopping online, visit www.Kohls.com.
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