Kohl’s (KSS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2025, via virtual webcast; record date is March 12, 2025.

• Shareholders will vote on four main proposals: election of ten directors, advisory approval of executive compensation, ratification of Ernst & Young LLP as auditor, and a shareholder proposal on executive severance payments.

• Board recommends voting FOR all director nominees, FOR executive compensation, FOR auditor ratification, and AGAINST the shareholder proposal.

Voting matters and shareholder proposals

• Proposal 1: Elect ten director nominees for a one-year term; Board recommends FOR.

• Proposal 2: Advisory vote to approve compensation of Named Executive Officers; Board recommends FOR.

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor for fiscal year ending January 31, 2026; Board recommends FOR.

• Proposal 4: Shareholder proposal requiring a vote on executive severance payments exceeding 2.99x salary plus bonus; Board recommends AGAINST, citing existing severance policy and potential negative impact on talent retention.

Board of directors and corporate governance

• Board will be reduced from twelve to ten members after the meeting; eight new directors added since 2020.

• All nominees except the CEO are independent; Board led by an independent Chair.

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

• Board diversity has increased in gender and ethnicity since 2020.

• Directors are subject to stock ownership guidelines and annual elections; majority vote standard applies.