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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kohls Corporation | NYSE:KSS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.605 | -2.88% | 20.425 | 21.195 | 20.38 | 21.11 | 854,671 | 15:11:45 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 7, 2023, Peter Boneparth notified the Board of Directors of Kohl’s Corporation (the “Company”) that he intended to retire from the Board at the end of his current term and would not be standing for re-election at the Company’s 2024 Annual Meeting of Shareholders. Mr. Boneparth’s decision was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
Also on November 7, 2023, the Board of Directors of the Company increased the size of the Board to twelve members and appointed Adolfo Villagomez to fill the new Board seat effective on that date. Mr. Villagomez will initially serve on the Board of Directors’ Audit Committee.
As a non-employee director of the Company, Mr. Villagomez will participate in the Company’s Non-Employee Director Compensation Program, as described in Exhibit 10.12 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023. Pursuant to the Non-Employee Director Compensation Program, Mr. Villagomez is expected to receive an equity award on December 15, 2023. This award, which will be comprised of restricted shares, will have a “grant date fair value” of approximately $145,000, calculated in accordance with FASB ASC Topic 718. The restricted shares will vest on the first anniversary of the date of grant.
Mr. Villagomez does not have any arrangement or understanding with any persons pursuant to which he was selected as a director. Mr. Villagomez does not have any family relationship with any officer or director of the Company. Further, Mr. Villagomez has not been involved in any related transactions or relationships with the Company as defined in Item 404(a) of Regulation S-K.
Item 8.01. | Other Events. |
On November 7, 2023, the Board of Directors of the Company appointed Michael Bender Chair of the Board of Directors of the Company effective immediately upon the conclusion of Mr. Boneparth’s current term as a director.
A copy of the November 8, 2023 press release announcing Mr. Boneparth’s retirement, Mr. Villagomez’ appointment as a director and Mr. Bender’s appointment as Board Chair is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Also on November 7, 2023, the Board of Directors of the Company declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on December 20, 2023 to all shareholders of record at the close of business on December 6, 2023. A copy of the press release announcing the dividend is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. |
Description | |
99.1 | Press Release dated November 8, 2023 Regarding Board Leadership Transition Plan and New Director | |
99.2 | Press Release dated November 8, 2023 Regarding Dividend | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 8, 2023 |
KOHL’S CORPORATION | |||||
By: | /s/ Jennifer Kent | |||||
Jennifer Kent | ||||||
Senior Executive Vice President, | ||||||
Chief Legal Officer and Corporate Secretary |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Kohls Announces Board Leadership Transition Plan and New Director
| After 15 years as Kohls director, Board Chair Peter Boneparth announces planned retirement in May |
| Board appointed Michael Bender as new Board Chair to succeed Boneparth upon his retirement |
| Adolfo Villagomez appointed to Kohls Board, bringing two decades of leadership and retail experience |
MENOMONEE FALLS, Wis. (Nov. 8, 2023) Kohls (NYSE: KSS) today announced a planned transition to its Board of Directors (the Board). Board Chair Peter Boneparth will retire from Kohls at the end of his current term in May, and Michael Bender will become the next Board Chair upon his retirement. The Board also appointed Adolfo Villagomez as a new independent director, effective November 7. Mr. Villagomez, CEO of Progress Residential, brings more than two decades of leadership and retail experience, including previously serving in key leadership roles at The Home Depot, overseeing its $20 billion online business and serving as Chief Marketing Officer for U.S. retail.
After 15 years of service as Kohls director, Board Chair Peter Boneparth announced his plans to retire from Kohls Board in May 2024. Mr. Boneparth will not stand for re-election at Kohls 2024 annual shareholders meeting. With this news, the Board appointed Michael Bender as Chair, upon Mr.Boneparths retirement. Mr. Bender has served on Kohls Board since 2019 and is chair of the Nominating and ESG Committee and member of the Audit Committee.
On behalf of the entire Board, I want to thank Peter for his extraordinary commitment to Kohls during his 15-year Board tenure, said Bender. His leadership skills, retail acumen and his deep understanding of finance have proved invaluable over the past several years, in particular, as the company navigated a unique set of complex challenges stemming from the global pandemic. His unwavering focus on serving all of Kohls stakeholders throughout his time as Board Chair has left Kohls in a strong position as we move into the future.
It has been an honor and a privilege to be a member of the Kohls Board for the past 15 years, said Boneparth. I have every confidence that Michael is the right person to lead the Kohls Board into the future. His retail experience and unquestionable personal integrity make him the ideal choice at this point in Kohls history. He will be fortunate, as I have been, to lead the rest of the Kohls Board, each and every one of whom I deeply respect for their commitment of time and energy to this wonderful company.
Adolfo Villagomezs appointment is part of the continuous Board refreshment process at Kohls, which continues to bring in relevant, experienced leaders and enhances the Boards diversity.
Mr. Villagomez has been appointed to a term expiring at Kohls 2024 annual shareholders meeting and will stand for election by Kohls shareholders at that time. He will initially serve on the Audit Committee. With Mr. Villagomezs appointment, the Board has now been expanded to consist of 12 directors, 11 of whom are independent.
Adolfo is a wonderful addition to our board, said Boneparth. His experience, particularly in e-commerce and marketing, will bring another perspective to Kohls powerful omnichannel business model. He has a growth-company mindset and a great background in retail that will complement the skills of the directors in our boardroom.
I am excited to join the Kohls Board during an important and invigorating time for the company, said Mr. Villagomez. I thank the Board for their warm welcome, and I look forward to helping drive the business forward for our teams and shareholders.
About Adolfo Villagomez
Adolfo Villagomez is Chief Executive Officer of Progress Residential, the largest operator of single-family rentals. He joined Progress in 2022 to accelerate Progress Residentials business and digital transformation, and to improve the overall resident experience. Mr. Villagomez brings more than two decades of leadership experience balancing a data-driven business strategy approach, product expertise, and a demonstrated proficiency in leading consumer-facing initiatives. Prior to joining Progress, Mr. Villagomez served as the President of The Home Depots online business and Chief Marketing Officer for U.S. Retail. Previously, Mr. Villagomez served as a partner at McKinsey & Company, where he led its North America Marketing and Sales Practice, and held executive leadership positions at DuPont. He holds a masters degree in business administration from the Yale School of Management and a bachelors degree in chemical engineering from Universidad Nacional Autonoma de Mexico. Mr. Villagomez is fluent in Spanish and English.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as believes, anticipates, plans, may, intends, will, should, expects and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on managements then current views and assumptions and, as a result, are subject to certain risks and uncertainties, which could cause the Companys actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Companys Annual Report on Form 10-K, which are expressly incorporated herein by reference, and other factors as may periodically be described in the Companys filings with the SEC. Forward-looking statements relate to the date initially made, and Kohls undertakes no obligation to update them.
About Kohls
Kohls (NYSE: KSS) is a leading omnichannel retailer built on a foundation that combines great brands, incredible value and convenience for our customers. Kohls serves millions of families in our more than 1,100 stores in 49 states, online at Kohls.com, and through our Kohls App. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohls impact in the community or how to join our winning team, visit Corporate.Kohls.com.
Media Contact
Jen Johnson, 262-703-5241, jen.johnson@kohls.com
###
Exhibit 99.2
Kohls Declares Quarterly Dividend
MENOMONEE FALLS, Wis.(BUSINESS WIRE)November 8, 2023On November 7, 2023 the Board of Directors of Kohls Corporation (NYSE:KSS) declared a regular quarterly dividend of $0.50 per share on the Companys common stock. The dividend is payable December 20, 2023, to shareholders of record at the close of business on December 6, 2023.
About Kohls
Kohls (NYSE: KSS) is a leading omnichannel retailer built on a foundation that combines great brands, incredible value and convenience for our customers. Kohls serves millions of families in our more than 1,100 stores in 49 states, online at Kohls.com, and through our Kohls App. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohls impact in the community or how to join our winning team, visit Corporate.Kohls.com.
Contacts
Investor Relations:
Mark Rupe, (262) 703-1266, mark.rupe@kohls.com
Media:
Jen Johnson, (262) 703-5241, jen.johnson@kohls.com
Document and Entity Information |
Nov. 07, 2023 |
---|---|
Cover [Abstract] | |
Entity Registrant Name | KOHLS Corp |
Amendment Flag | false |
Entity Central Index Key | 0000885639 |
Document Type | 8-K |
Document Period End Date | Nov. 07, 2023 |
Entity Incorporation State Country Code | WI |
Entity File Number | 001-11084 |
Entity Tax Identification Number | 39-1630919 |
Entity Address, Address Line One | N56 W17000 Ridgewood Drive |
Entity Address, City or Town | Menomonee Falls |
Entity Address, State or Province | WI |
Entity Address, Postal Zip Code | 53051 |
City Area Code | (262) |
Local Phone Number | 703-7000 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, $.01 par value |
Trading Symbol | KSS |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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