KSS 10-K Annual Report Feb. 1, 2025 | Alphaminr

KSS 10-K Fiscal year ended Feb. 1, 2025

KOHLS CORP
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PROXIES
DEF 14A
Filed on March 28, 2025
DEF 14A
Filed on April 5, 2024
DEF 14A
Filed on March 23, 2023
DEF 14A
Filed on March 26, 2020
DEF 14A
Filed on March 22, 2019
DEF 14A
Filed on March 23, 2018
DEF 14A
Filed on March 31, 2017
DEF 14A
Filed on March 24, 2016
DEF 14A
Filed on March 30, 2015
DEF 14A
Filed on March 24, 2014
DEF 14A
Filed on March 25, 2013
DEF 14A
Filed on March 19, 2012
DEF 14A
Filed on March 21, 2011
DEF 14A
Filed on March 26, 2010
TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1A. RiprintItem 1B. Unresolved Staff CommentsprintItem 1B. UnresolveprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 2. PrprintItem 3. Legal ProceedingsprintItem 3. LegalprintItem 4. Mine Safety DisclosuresprintItem 4. Mine SafprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesprintItem 5. Market For Registrant S Common Equity, Related StoprintItem 6. ReservedprintItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7. Management S Discussion and AnprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 7A. Quantitative and QualiprintItem 8. Financial Statements and Supplementary DataprintItem 8. Financial StatemenprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresprintItem 9A. Controls and ProceduresprintItem 9A. ContprintItem 9B. Other InformationprintItem 9B. OtherprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintItem 9C. Disclosure ReprintPart IIIprintItem 10. Directors, Executive Officers, and Corporate GovernanceprintItem 11. Executive CompensationprintItem 11. ExecutiprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 12. Security Ownership Of Certain Beneficial OprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 13. Certain Relationships and RelatedprintItem 14. Principal Accounting Fees and ServicesprintItem 14. Principal AccouprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

3.1 Amended and Restated Articles of Incorporation of the Company Exhibit 3.1 of the Companys Current Report on Form 8-K filed on May 16, 2011 3.2 Amended and Restated Bylaws (clean version) Exhibit 3.1 of the Companys Current Report on Form 8-K filed on August 10, 2022 4.2 Warrant to Purchase Common Stock Exhibit 4.1 of the Company's Current Report on Form 8-K filed on April 23, 2019 4.3 Description of Registrant's Securities Exhibit 4.4 to the Companys Annual Report on Form 10-K for the year ended February 1, 2020 10.2 Kohls Corporation 2005 Deferred Compensation Plan, as amended and restated effective January 1, 2005* Exhibit 10.4 of the Companys Annual Report on Form 10-K for the fiscal year ended January 28, 2006 10.3 Summary of Executive Medical Plan* Exhibit 10.6 of the Companys Annual Report on Form 10-K for the fiscal year ended January 29, 2005 10.4 Summary of Executive Life and Accidental Death and Dismemberment Plans* Exhibit 10.7 of the Companys Annual Report on Form 10-K for the fiscal year ended January 29, 2005 10.5 Kohl's Corporation 2017 Long-Term Compensation Plan* Annex A to the Proxy Statement on Schedule 14A filed on March 13, 2017 in connection with the company's 2017 Annual Meeting 10.6 Form of Executive Restricted Stock Agreement pursuant to the Kohl's Corporation 2017 Long-Term Compensation Plan* Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2017 10.7 Form of Executive Performance Share Unit Agreement pursuant to the Kohl's Corporation 2017 Long-Term Compensation Plan* Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2017 10.8 Non-Employee Director Compensation Policy* Exhibit 10.10 of the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2024 10.9 Amended and Restated Executive Compensation Agreement between Kohl's Department Stores, Inc. and Jill Timm dated November 1, 2019* Exhibit 10.25 of the Companys Annual Report on Form 10-K for the fiscal year ended February 1, 2020 10.10 Form of Restricted Stock Unit Agreement for persons party to an Employment Agreement Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2021 10.11 Form of Restricted Stock Unit Agreement for persons party to an Executive Compensation Agreement Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2021 10.12 Form of Performance Stock Unit Agreement Exhibit 10.4 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2021 10.13 Amended and Restated Credit Card Program Agreement dated as of March 14, 2022, by and between Kohls, Inc. and Capital One, National Association. Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022 10.14 Amended and Restated Executive Compensation Agreement between Kohls, Inc. and Siobhn Mc Feeney dated as of July 16, 2022.* Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2022 10.15 Amended and Restated Raymond Executive Compensation Agreement between Kohls, Inc. and Christie Raymond dated as of August 16, 2022.* Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2022 10.16 Cash Award Agreement between Kohl's, Inc. and Jill Timm effective as of November 29, 2022.* Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2022 10.17 Credit Agreement, dated as of January 19, 2023, by and among the Company and its subsidiaries, and Wells Fargo Bank, National Association, as agent, and the other lenders party thereto. Exhibit 10.1 of the Companys Current Report on Form 8-K filed on January 19, 2023 10.18 Restricted Stock Unit Agreement by and between Thomas Kingsbury and Kohl's Corporation dated as of January 13, 2023* 10.19 Cooperation Agreement, dated as of February 2, 2023, by and among Kohls Corporation, Macellum Badger Fund, LP and certain of its affiliates. Exhibit 10.1 of the Companys Current Report on Form 8-K filed on February 2, 2023 10.20 Performance Share Unit Agreement by and between Thomas Kingsbury and Kohl's Corporation dated as of March 27, 2023* 10.21 Restricted Stock Unit Agreement by and between Jill Timm and Kohl's Corporation dated as of April 21, 2023* Exhibit 10.1 to the Companys Current Report on Form 8-K filed on April 25, 2023 10.22 Employment Agreement between Thomas Kingsbury and Kohl's, Inc. and Kohls Corporation dated as of May 10, 2023* Exhibit 10.1 to Amendment No. 2 to the Companys Current Report on Form 8-K filed on May 12, 2023 10.23 Executive Compensation Agreement between Jennifer Kent and Kohl's, Inc. dated as of February 20, 2023* Exhibit 10.4 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2023 10.24 Executive Compensation Agreement between Nicholas Jones and Kohl's, Inc. dated as of March 20, 2023* Exhibit 10.5 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2023 10.25 Restricted Stock Unit Agreement by and between Christie Raymond and Kohl's Corporation dated as of June 15, 2023* Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June 20, 2023 10.26 Restricted Stock Unit Agreement by and between Siobhn Mc Feeney and Kohl's Corporation dated as of June 15, 2023* Exhibit 10.2 to the Companys Current Report on Form 8-K filed on June 20, 2023 10.27 Offer Letter accepted and agreed to effective November 29, 2022 by and between Nick Jones and Kohl's Inc.* Exhibit 10.29 of the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2024 10.28 Offer Letter accepted and agreed to effective January 4, 2023 by and between Jennifer Kent and Kohl's Inc.* Exhibit 10.30 of the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2024 10.29 Offer Letter accepted and agreed to effective September 21, 2023 by and between Fred Hand and Kohl's Inc.* Exhibit 10.31 of the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2024 10.30 Executive Compensation Agreement between Fred Hand and Kohl's Inc. dated as of September 25, 2023* Exhibit 10.32 of the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2024 10.31 Aircraft Time Sharing Agreement between Kohl's Inc. and Thomas Kingsbury dated as of November 3, 2023 Exhibit 10.33 of the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2024 10.32 Kohl's Corporation Annual Incentive Plan Amended and Restated as of March 25, 2024* Exhibit 10.1 of the Company's Current Report on Form 8-K filed on March 27, 2024 10.33 Performance Share Unit Agreement by and between Thomas Kingsbury and Kohl's Corporation dated as of March 25, 2024* Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2024 10.34 Restricted Stock Unit Agreement by and between Thomas Kingsbury and Kohl's Corporation dated as of March 25, 2024* Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2024 10.36 Form of Executive Performance Share Unit Agreement pursuant to the Kohl's Corporation 2024 Long Term Compensation Plan Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2024 10.37 Form of Executive Restricted Stock Unit Agreement pursuant to the Kohl's Corporation 2024 Long Term Compensation Plan Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2024 10.38 Form of Non-Employee Directors Restricted Stock Agreement pursuant to the Kohl's Corporation 2024 Long Term Compensation Plan Exhibit 10.4 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2024 10.39 Form of Non-Employee Directors Deferred Restricted Stock Unit Agreement pursuant to the Kohl's Corporation 2024 Long Term Compensation Plan Exhibit 10.5 of the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2024 10.40 Offer Letter accepted and agreed to effective November 22, 2024 by and between J. Ashley Buchanan and Kohl's Inc.* Exhibit 10.1 of the Company's Current Report on Form 8-K filed on November 25, 2024 10.41 Executive Compensation Agreement between J. Ashley Buchanan and Kohl's Inc. dated as of January 15, 2025* 10.42 Restricted Stock Unit Agreement (1-Year Recruitment Grant) by and between J. Ashley Buchanan and Kohl's Corporation dated as of January 15, 2025* 10.43 Restricted Stock Unit Agreement (3-Year Recruitment Grant) by and between J. Ashley Buchanan and Kohl's Corporation dated as of January 15, 2025* 19.1 Kohl's Corporation Statement on Securities Trading 21.1 Subsidiaries of the Registrant 23.1 Consent of Ernst & Young LLP 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Executive Officer Compensation Recovery Policy* Exhibit 97 of the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2024