Kohl’s (KSS) Proxy filing summary

Executive summary

• The Board and management focused on stabilizing operations and executing a multi-year transformation strategy, emphasizing customer-centricity, operational discipline, and sustainable growth amid a challenging retail environment.

• Leadership changes included the appointment of a new CEO, Michael J. Bender, following a rigorous search, and a refresh of Board and committee leadership to align with evolving business needs.

• The company prioritized a curated product assortment, value leadership, and omnichannel enhancements, achieving improvements in gross margin, cash flow, and balance sheet strength over the past year.

• Extensive shareholder engagement was conducted, especially after a lower-than-expected say-on-pay vote, resulting in enhanced disclosures and refinements to executive compensation practices.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) election of eight Directors for a one-year term, (2) advisory approval of executive compensation, (3) ratification of Ernst & Young LLP as independent auditor, and (4) approval of the amended and restated 2024 Long-Term Compensation Plan.

• The Board unanimously recommends voting FOR all proposals.

• Voting can be conducted online, by phone, mail, or during the virtual annual meeting.

Board of directors and corporate governance

• The Board consists of eight nominees, seven of whom are independent, with a balanced mix of tenures, skills, and diversity.

• Board committees (Audit, Compensation, Nominating and ESG, Finance) are composed entirely of independent Directors, except for the CEO on the Finance Committee.

• Regular Board and committee refreshment, annual evaluations, and succession planning are emphasized.

• Shareholders have proxy access and can communicate directly with the Board.