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 16, 2013



     KOHLS CORPORATION     

(Exact name of registrant as specified in its charter)


Commission File Number:   001-11084


 

 

       Wisconsin        

39-1630919

(State or other jurisdiction
of incorporation)

(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 2013 Annual Meeting of Shareholders (the “2013 Annual Meeting”) on May 16, 2013. The following matters were voted upon at the 2013 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

177,859,580

 

1,856,558

 

250,826

 

15,341,132

Steven A. Burd

177,216,131

 

2,499,143

 

251,690

 

15,341,132

Dale E. Jones

177,793,529

 

1,920,106

 

253,329

 

15,341,132

Kevin Mansell

174,354,038

 

4,091,165

 

1,521,761

 

15,341,132

John E. Schlifske

175,553,019

 

4,160,128

 

253,817

 

15,341,132

Frank V. Sica

176,264,982

 

3,448,902

 

253,080

 

15,341,132

Peter M. Sommerhauser

158,219,350

 

21,500,736

 

246,878

 

15,341,132

Stephanie A. Streeter

172,262,103

 

7,456,366

 

248,495

 

15,341,132

Nina G. Vaca

175,510,336

 

4,210,746

 

245,882

 

15,341,132

Stephen E. Watson

175,513,739

 

4,199,484

 

253,741

 

15,341,132


(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 1, 2014.  


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


 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

191,392,912

 

3,703,245

 

211,939

 

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

 

172,558,740

 

6,877,862

 

530,362

 

15,341,132



(4)  

A shareholder proposal encouraging the Company’s board of directors to develop a policy on animal cruelty related to the sale of products containing animal fur.


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


 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

5,118,371

 

164,716,323

 

10,132,270

 

15,341,132





(5)  

Shareholder proposal on independent board chairman.  


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


 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

92,481,578

 

87,248,282

 

237,104

 

15,341,132


Item 8.01.

Other Events


On May 16, 2013, the Company issued a press release announcing events which took place in connection with the 2013 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 16, 2013

 

 

 








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 17, 2013


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 16, 2013