Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Current Report on Form 8-K filed by Kohl's Corporation (the "Company"), dated November 10, 2022, the Company's independent Chair, Frank Sica, retired effective as of the Company's 2022 annual meeting of shareholders held on May 11, 2022 (the "Annual Meeting").




Item 5.07.  Submission of Matters to a Vote of Security Holders.



(a)

At the Annual Meeting, the matters described below were submitted to a vote of security holders.

As of the close of business on March 7, 2022, the record date for the Annual Meeting, 128,680,557 shares of the Company's common stock, $0.01 par value ("Common Stock"), were outstanding and entitled to vote.

Set forth below are the proposals voted upon at the Annual Meeting, and the final voting results tabulated by First Coast Results, the independent inspector of election (the "Inspector of Election") for the Annual Meeting. Based on the final results from the Inspector of Election, at least 108,607,716 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing more than 84.4% of the shares entitled to be voted. Under the corporate law of Wisconsin, where the Company is incorporated, abstentions and broker non-votes are counted as present for purposes of determining whether there is a quorum.

(b)

The final voting results for the proposals presented at the Annual Meeting are as follows:

Proposal 1 - Election of Directors

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

CompanyBroker Non-

Nominees For Withhold Votes

Michael J. Bender 67,889,8552,207,5170

Peter Boneparth 61,328,2122,215,4280

Yael Cosset 67,950,0492,147,3230

Christine Day 67,946,0122,151,3600

H. Charles Floyd 67,953,0632,144,3090

Michelle Gass 72,377,0172,149,5000

Margaret L. Jenkins 72,358,4542,168,0630

Thomas A. Kingsbury 72,304,2242,222,2930

Robbin Mitchell 67,887,3782,209,9940

Jonas Prising67,741,6772,355,6950

John E. Schlifske61,321,3502,222,2900

Adrianne Shapira67,854,9502,242,4220

Stephanie A. Streeter 67,760,3072,337,0650

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MacellumBroker Non-

Nominees  For   Withhold   Votes

George R. Brokaw 10,549,69927,962,6520

Jonathan Duskin 10,691,80527,820,5460

Francis Ken Duane 10,587,64227,924,7090

Pamela J. Edwards 44,907,951158,1320

Stacy Hawkins 10,544,38527,967,9660

Jeffrey A. Kantor 43,322,8971,743,1860

Perry M. Mandarino 10,548,79927,963,5520

Cynthia S. Murray 10,640,62327,871,7280

Kenneth D. Seipel10,550,30327,962,0480

Craig M. Young 10,548,70327,963,6480

Accordingly, each of the Company's nominees for director were elected at the Annual Meeting.

Proposal 2 - Advisory Vote on the Compensation of the Company's named executive officers

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





Broker

  For   Against  Abstain Non-Votes

82,962,49622,759,3872,887,8280

Proposal 3 - Ratification of Independent Auditors

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

Broker

For Against Abstain Non-Votes

98,887,3448,125,1031,597,2690

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