Kohl’s (NYSE: KSS) shareholders back expanded 2024 long-term compensation plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Kohl’s Corporation reported that shareholders approved its 2024 Long-Term Compensation Plan as amended, expanding equity incentives and updating governance terms. The plan adds 5,200,000 shares of Kohl’s common stock authorized for issuance, bringing the aggregate authorization to 12,850,000 shares, plus 4,785,851 unused shares from prior awards as of March 29, 2024. The term of the plan is extended ten years through May 20, 2036, and total annual compensation for any non-employee director is capped at $750,000, including cash and equity. Shareholders also elected eight directors, approved advisory executive compensation, and ratified Ernst & Young LLP as independent auditor.
Positive
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Negative
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New shares authorized under plan: 5,200,000 shares
Total shares authorized under plan: 12,850,000 shares
Unused shares from prior awards: 4,785,851 shares
+5 more
8 metrics
New shares authorized under plan
5,200,000 shares
Increase to 2024 Long-Term Compensation Plan as of May 20, 2026
Total shares authorized under plan
12,850,000 shares
Aggregate authorization after amendment, excluding unused prior awards
Unused shares from prior awards
4,785,851 shares
Outstanding awards as of March 29, 2024 eligible to roll into plan
Non-employee director pay cap
$750,000 per year
Annual total compensation limit including cash and equity
Plan term end date
May 20, 2036
10-year extension of 2024 Long-Term Compensation Plan
Say-on-pay votes for
66,512,423 votes
Advisory approval of named executive officer compensation
Auditor ratification votes for
86,826,762 votes
Ratification of Ernst & Young LLP for fiscal year ending January 30, 2027
Highest director votes for
70,254,439 votes
Support for director nominee Wendy Arlin
Key Terms
2024 Long-Term Compensation Plan, stock appreciation rights, performance units, broker non-votes, +2 more
6 terms
2024 Long-Term Compensation Plan financial
"shareholders approved the Kohl’s Corporation 2024 Long-Term Compensation Plan, as amended and restated"
stock appreciation rights financial
"The Plan provides for the grant of the following types of awards... stock appreciation rights"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
performance units financial
"The Plan provides for the grant of... performance units; (v) performance shares; and (vi) substitute awards"
Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.
broker non-votes regulatory
"The number of votes cast for or against, and the number of abstentions and any broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
restricted stock units financial
"The Plan provides for the grant of... stock awards, including restricted stock and restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
FAQ
What compensation limit did Kohl's (KSS) set for non-employee directors?
Kohl’s established a $750,000 annual cap on total compensation for any non-employee director, covering both cash and equity, for each board service year under the amended 2024 Long-Term Compensation Plan approved by shareholders.
Were Kohl's (KSS) director nominees elected at the 2026 Annual Meeting?
All eight Kohl’s director nominees were elected for one-year terms. For example, Wendy Arlin received 70,254,439 votes for and 555,214 against, with 143,733 abstentions and 19,843,956 broker non-votes recorded in the final results.