Kohl’s (KSS) Proxy Filing summary

Executive summary

• 2025 Annual Meeting scheduled for May 14, 2025, will be held exclusively online via webcast.

• Record date for voting eligibility is March 12, 2025.

• Supplement updates prior proxy materials and supersedes conflicting information.

Voting matters and shareholder proposals

• Christine Day has withdrawn as a nominee and resigned from the Board; proxies for her will not be voted.

• Only eight directors will stand for re-election at the meeting.

• No changes to other proposals or the record date for the meeting.

Board of directors and corporate governance

• Board size reduced from eleven to ten after Ms. Day's resignation, and will further reduce to eight after the meeting.

• Michael J. Bender appointed Interim CEO and stepped down as Chair of the Board and from all Board committees.

• John E. Schlifske appointed as independent Chair of the Board effective immediately.