Short answer
KOHLS Corp (KSS) filed an 8-K current report with the SEC on May 21, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders). Shareholders approved amended 2024 Long-Term Compensation Plan, enabling executive and director equity awards.
KOHLS Corp 8-K event analysis
AI summary of each reported item and its exhibits
Item 5.02 · Departure/Election of Directors or Officers
- Shareholders approved amended 2024 Long-Term Compensation Plan, enabling executive and director equity awards
- Share authorization increased by 5,200,000 shares to 12,850,000, creating potential dilution for existing shareholders
- Plan extended through May 20, 2036, supporting long-term retention and incentive compensation
- Non-employee director compensation capped at $750,000 annually, including cash and equity
- Eligible awards include options, stock appreciation rights, restricted stock, performance shares, and performance units
Item 5.07 · Submission of Matters to a Vote of Security Holders
- All eight director nominees elected to one-year terms, preserving Board continuity
- Compensation advisory vote passed with 66,512,423 shares for and 4,040,026 against
- Ernst & Young LLP auditor appointment ratified with 86,826,762 votes for
- Amended 2024 Long-Term Compensation Plan approved with 67,394,833 votes for
- 19,843,956 broker non-votes on director, compensation, and plan proposals signal meaningful non-voting ownership մասնակցation
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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