KSS 10-K Annual Report Jan. 28, 2023 | Alphaminr

KSS 10-K Fiscal year ended Jan. 28, 2023

KOHLS CORP
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PROXIES
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 IItem 1. BusinessItem 1A. Risk FactorsItem 1A. RiItem 1B. Unresolved Staff CommentsItem 1B. UnresolveItem 2. PropertiesItem 2. PrItem 3. Legal ProceedingsItem 3. LegalItem 4. Mine Safety DisclosuresItem 4. Mine SafItem 4A. Information About Our Executive OfficersItem 4A. InformatPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related StoItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and AnItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and QualiItem 8. Financial Statements and Supplementary DataItem 8. Financial StatemenItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresItem 9A. Controls and ProceduresItem 9A. ContItem 9B. Other InformationItem 9B. OtherItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 9C. Disclosure RePart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 11. ExecutiItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial OItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelatedItem 14. Principal Accounting Fees and ServicesItem 14. Principal AccouPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

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 Kohls Corporation Annual Incentive Plan* Annex B to the Proxy Statement on Schedule 14A filed on March 24, 2016 in connection with the Companys 2016 Annual Meeting of Shareholders 10.7 Form of Executive Restricted Stock Agreement pursuant to the Kohls Corporation 2010 Long Term Compensation Plan (4-year vesting)* Exhibit 99.2 of the Companys Current Report on Form 8-K filed on January 15, 2014 10.8 Form of Outside Director Restricted Stock Agreement pursuant to the Kohl's Corporation 2017 Long Term Compensation Plan* Exhibit 10.12 to the Companys Annual Report on Form 10-K for the year ended January 30, 2021 10.9 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 10.10 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 10.11 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 10.12 Non-Employee Director Compensation Program* 10.13 Amended and Restated Employment Agreement between Kohls Department Stores, Inc. and Kohls Corporation and Michelle Gass effective as of September 25, 2017* Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 29, 2017 10.14 Employment Agreement between Kohl's Department Stores, Inc. and Kohl's Corporation and Doug Howe effective as of May 14, 2018* Exhibit 10.21 of the Companys Annual Report on Form 10-K for the fiscal year ended February 1, 2020 10.15 Employment Agreement between Kohl's Department Stores, Inc. and Kohl's Corporation and Greg Revelle effective as of April 9, 2018* Exhibit 10.22 of the Companys Annual Report on Form 10-K for the fiscal year ended February 1, 2020 10.16 Executive Compensation Agreement between Kohl's Department Stores, Inc. and Marc Chini dated as of August 30, 2019* Exhibit 10.23 of the Companys Annual Report on Form 10-K for the fiscal year ended February 1, 2020 10.17 Executive Compensation Agreement between Kohl's Department Stores, Inc. and Paul Gaffney dated as of September 16 , 2019* Exhibit 10.24 of the Companys Annual Report on Form 10-K for the fiscal year ended February 1, 2020 10.18 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 10.19 Amended and Restated Executive Compensation Agreement between Kohl's, Inc. and Jason Kelroy dated August 16, 2020* Exhibit 10.25 to the Companys Annual Report on Form 10-K for the year ended January 30, 2021 10.20 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 10.21 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 10.22 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 10.23 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 10.24 Amended and Restated Executive Compensation Agreement between Kohls, Inc. and Siobhn McFeeney 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 10.25 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 10.26 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 10.27 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 10.28 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 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.