KSS Kohls Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

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KOHL’S CORPORATION

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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To Our Shareholders:

We are pleased to invite you to attend the Annual Meeting of Shareholders of Kohl’s Corporation on May 14, 2025, at 8:00 a.m. Central Time.

The Annual Meeting will again be held exclusively online via a live interactive webcast. You will be able to vote and submit your questions in advance of, or during, the Annual Meeting of Shareholders and/or attend virtually by visiting www.cesonlineservices.com/kss25_vm.

The Proxy Statement for the Annual Meeting and form of proxy card is first being made available to shareholders on or about March 28, 2025.

The purposes of the Annual Meeting are:

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Only shareholders of record at the close of business on March 12, 2025 are entitled to notice of, and to vote at, the Annual Meeting.

YOUR VOTE IS IMPORTANT. It is important that your shares are represented and voted at the Annual Meeting no matter how large or small your holdings may be. Even if you plan to attend the Annual Meeting, please cast your vote as soon as possible using one of the following methods:

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Even if you vote in advance, you may still decide to attend the virtual Annual Meeting of Shareholders, withdraw your proxy, and vote your shares at the Annual Meeting. For more information, see “May I change or revoke my vote after I submit my proxy?” on page 5.

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We encourage you to review the Proxy Statement accompanying this Notice for more complete information regarding the Annual Meeting of Shareholders, as well as the full text of each proposal to be presented at the meeting.

We appreciate your continued support and confidence in Kohl’s. We look forward to your participation in our virtual Annual Meeting on May 14, 2025.

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Meeting Logistics

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How to Vote

It is important that your shares be represented and voted at the Annual Meeting.

Whether or not you plan to attend the virtual Annual Meeting, please vote as soon as possible. You are urged to follow the instructions on the notice regarding the availability of proxy materials to vote by telephone or via the internet. If you received a printed proxy card, complete, date, sign, and return the proxy card in the envelope provided to you, even if you plan to attend the Annual Meeting, so that if you are unable to attend, your shares can still be voted. Voting now will not limit your right to change your vote or to attend the Annual Meeting. Please note the voting procedures described under “How do I vote?” on page 4 of the Proxy Statement.

REGISTERED SHAREHOLDERS

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If you are a registered shareholder and you timely pre-register, you may attend the virtual Annual Meeting and vote your shares, and your vote will revoke any proxy you have previously submitted.

BENEFICIAL OWNERS

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Online Availability of Proxy Materials

We are furnishing proxy materials to some of our shareholders electronically by mailing a notice regarding the availability of proxy materials instead of mailing or e-mailing copies of those materials. This notice directs shareholders to one of the following websites where they may access our proxy materials and view instructions on how to vote via the internet, telephone, or by mail: www.proxyvote.com and www.fcrvote.com/kss. If you received a notice regarding the availability of proxy materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the notice regarding the availability of proxy materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials electronically unless you elect otherwise.

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Copies of our 2024 Annual Report on Form 10-K for the fiscal year ended February 1, 2025, filed with the Securities and Exchange Commission on March 20, 2025, will also be made available on our website at https://corporate.kohls.com.

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Questions and Answers about the Annual Meeting and Voting

The Annual Meeting of Shareholders of Kohl’s Corporation will be held virtually on May 14, 2025, at 8:00 a.m. Central Time. The Annual Meeting will be held exclusively online via a live interactive webcast. You will not be able to attend the Annual Meeting in person at a physical location.

Admission to the Annual Meeting is restricted to shareholders of record as of the record date and/or their designated representatives. Pre-registration by 8:00 a.m. Central Time on May 13, 2025 is required. You may pre-register by visiting www.cesonlineservices.com/kss25_vm and following the instructions to complete your registration request.

At the virtual Annual Meeting of Shareholders, you will be asked to vote on the following matters:

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Our Bylaws require shareholders to notify us in advance if they intend to request a vote on any matter not described in our Proxy Statement. The deadline for notification has passed, and we are not aware of any other matters that could be brought before the meeting. However, if any other business is properly presented at the meeting, your completed proxy gives authority to Jennifer Kent, Chief Legal Officer and Corporate Secretary, and Megan Glise, Associate General Counsel and Assistant Corporate Secretary, to vote your shares on such matters at their discretion.

All shareholders who owned our common stock at the close of business on March 12, 2025 (the record date for the meeting) or their duly appointed proxies may attend and vote at the meeting and at any adjournment of the meeting. As of the record date, there were 111,323,544 shares of our common stock outstanding.

Each share of our common stock outstanding on the record date is entitled to one vote on each of the ten Director nominees and one vote on each other matter.

The presence in person or by proxy of the holders of a majority of the outstanding shares of our common stock entitled to vote at the meeting will constitute a quorum for the transaction of business. Abstentions and “broker non-votes” (described below) are counted as present for purposes of determining whether there is a quorum.

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SHAREHOLDER OF RECORD (also known as a record holder)

If your shares are registered directly in your name with Kohl’s transfer agent, you are considered the shareholder of record with respect to those shares.

BENEFICIAL OWNER (also known as holding shares in “street name”)

If your shares are held on your behalf by a bank, broker, or other nominee, then you are the beneficial owner of shares held in “street name.”

As a beneficial owner, you have the right to instruct your nominee on how to vote the shares held in your account. If your broker cannot vote on the proposals because you have not provided instructions, this is known as a “broker non-vote.”

If you are a shareholder of record as of the record date, you may vote at the virtual Annual Meeting or vote by proxy as described below. Even if you plan to attend the meeting, we encourage you to vote in advance in one of three ways:

The proxies are being solicited on behalf of our Board of Directors. If you are a beneficial owner, please contact the bank, broker, or other nominee that holds your shares for instructions on how to vote.

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Unless you give your broker specific voting instructions, your broker will not be able to vote your shares with respect to any of the matters presented at the meeting, other than the ratification of the appointment of our independent registered public accounting firm (Proposal 3), which is considered “routine” under applicable stock exchange rules. Without your instructions, your broker may not vote your uninstructed shares on non-routine matters (such as Proposals 1, 2, and 4). Therefore, we encourage you to instruct your broker about how you wish your shares to be voted.

A proxy is your legal designation of another person to vote on matters transacted at the Annual Meeting based upon the shares you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. By voting your proxy, you are giving the person(s) named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card. The form of proxy card designates each of Jennifer Kent, Chief Legal Officer and Corporate Secretary, and Megan Glise, Associate General Counsel and Assistant Corporate Secretary, as proxies for the Annual Meeting.

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By giving us your proxy, you authorize the individuals named as proxies on the form of proxy card to vote your shares in accordance with the instructions you provide. If you sign and return a proxy card without indicating your instructions, your vote will be cast in accordance with the recommendation of our Board of Directors:

If any other matters are brought before the meeting, Jennifer Kent and Megan Glise will vote your shares on such matters at their discretion.

Yes. If you are a shareholder of record and wish to change your vote, you may:

If you are a beneficial owner, you can revoke any prior voting instructions by contacting the bank, broker, or other nominee that holds your shares or by obtaining a legal proxy from your bank, broker, or other nominee.

If you are a shareholder of record and you do not vote by proxy, your shares will not be voted unless you vote during the meeting. If you are a beneficial owner and you do not provide your broker with specific voting instructions, your broker may only vote your shares on Proposal 3 and will declare a broker non-vote for Proposals 1, 2, and 4.

If the meeting is adjourned, your proxy will remain valid and may be voted when the meeting is convened or reconvened. You may change or revoke your proxy, as set forth above under the caption “May I change or revoke my vote after I submit my proxy?”

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Yes. A representative of Ernst & Young LLP will be present at the meeting and will be available to make a statement and answer appropriate questions.

While the Board has not adopted a formal policy requiring Directors to attend annual meetings, Directors are encouraged to do so. All eleven Directors standing for reelection in 2024 attended the 2024 Annual Meeting of Shareholders.

The Board of Directors is soliciting your proxy to be used at the meeting. The proxy appoints Jennifer Kent, Chief Legal Officer and Corporate Secretary, and Megan Glise, Associate General Counsel and Assistant Corporate Secretary, as your representatives to vote your shares as you instruct by telephone, internet, or on a proxy card. This way, your shares will be voted even if you do not attend the meeting. Even if you plan to attend the meeting, it is a good idea to vote your shares in advance in the event your plans change.

The Company will pay the expenses of soliciting proxies. Proxies may be solicited by our Directors, officers, or employees in person or by telephone, mail, or electronic transmission. We also pay all expenses related to the Annual Meeting of Shareholders. In addition to soliciting proxies by mail, we may solicit proxies by telephone, personal contact, and electronic means. None of our Directors, officers, or employees will be specially compensated for these activities.

We have hired Innisfree M&A Incorporated to assist with the solicitation of proxies for a fee of $25,000 plus reimbursement of out-of-pocket expenses. We also reimburse brokers, fiduciaries, and custodians for their costs in forwarding proxy materials to beneficial owners of our common stock.

Yes. You may view our 2025 proxy materials at:

You may also use our corporate website, https://corporate.kohls.com, to view all of our filings with the Securities and Exchange Commission, including this Proxy Statement and our 2024 Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

Upon request, we will furnish, without charge, to any shareholder a copy of this Proxy Statement and/or our 2024 Annual Report on Form 10-K, including financial statements, for the fiscal year ended February 1, 2025. Any such request should be directed to:

We will provide the exhibits to the Form 10-K upon payment of the reasonable expenses of furnishing them.

Pursuant to procedures set forth in our Bylaws, our Nominating and ESG Committee will consider shareholder nominations for Directors if we receive timely written notice, in proper form, of the intent to make a nomination at an Annual Meeting of Shareholders. If you decide to conduct your own proxy solicitation, to be timely for the 2026 Annual Meeting of Shareholders, we must receive the notice no earlier than January 14, 2026 and no later than February 13, 2026.

You may present matters for consideration at our next Annual Meeting of Shareholders either by having the matter included in our Proxy Statement and proxy card in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or by conducting your own proxy solicitation.

If you want your proposal included in our Proxy Statement and listed on our proxy card for the 2026 Annual Meeting of Shareholders, we must receive your written proposal by November 28, 2025, at:

You may submit a proposal only if you meet the ownership and holding requirements required by Rule 14a-8, and you must continue to meet such ownership and holding requirements through the date of the 2026 Annual Meeting of Shareholders and otherwise comply with the Rule 14a-8 requirements then in effect.

If you decide to conduct your own proxy solicitation, we must receive written notice of your intent to present your proposal at the 2026 Annual Meeting of Shareholders, as required by our Bylaws, no earlier than January 14, 2026 and no later than February 13, 2026. If you submit a proposal for the 2026 Annual Meeting of Shareholders after that date, your proposal cannot be considered at the meeting.

To be in proper form, the notice must include, among other things:

Among other things, a shareholder proposing a Director nomination must disclose any hedging, derivative, or other complex transactions involving our common stock to which the shareholder is a party.

These requirements are detailed in our Bylaws, which will be provided to you upon written request.

In addition, an eligible shareholder, or a group of up to 20 shareholders, that has continuously owned at least 3% of Kohl’s outstanding common stock for three years may include in Kohl’s proxy materials Director nominations of up to the greater of two Directors and 20% of the number of Directors currently serving on Kohl’s Board of Directors, subject to the terms and conditions specified in our Bylaws. To be timely for inclusion in the proxy materials for our 2026 Annual Meeting of Shareholders, our Corporate Secretary must receive your nomination between October 29, 2025 and November 28, 2025. The requirements for proxy access are detailed in our Bylaws, which will be provided to you upon written request.

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules for the 2026 Annual Meeting of Shareholders, shareholders who intend to solicit proxies in support of Director nominees other than the Company’s nominees must provide notice that complies with Rule 14a-19 under the Exchange Act by March 16, 2026.

If you have additional questions or require any assistance with voting your shares, please contact our proxy solicitor at the appropriate telephone number listed below:

Innisfree M&A Incorporated

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This summary includes information contained elsewhere in this Proxy Statement. We urge you to carefully read this Proxy Statement in its entirety, as this summary does not provide all the information that may be important to you with respect to matters being considered at the Annual Meeting.

Consistent with many other retail companies, our fiscal year ends on the Saturday closest to January 31 each year. References in this Proxy Statement to a “fiscal year” are to the calendar year in which the fiscal year begins. The information in this Proxy Statement relates primarily to fiscal year 2024, which ended February 1, 2025.

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Matters to Be Voted Upon at the
Annual Meeting

Our Board of Directors unanimously recommends that you vote:

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You may vote by telephone or via the internet, as set forth on the notice regarding the availability of proxy materials, or by mailing your proxy card if you received one. Please note the voting procedures described under “How do I vote?” on page 4 of this Proxy Statement.

Director Nominees

The following table provides information regarding the Director nominees. All of the nominees are independent except Ashley Buchanan, Chief Executive Officer of Kohl’s.

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The Board is committed to active refreshment, as demonstrated by the addition of eight new directors to our Board since 2020. These Directors comprise 60% of the Director nominees standing for election at the 2025 Annual Meeting.

The ten Director nominees represent a broad range of skills, attributes, and experience. All nominees have experience in retail or consumer-facing industries. We believe this experience—together with their industry knowledge, integrity, ability to devote time and energy, and commitment to the interests of our shareholders—is necessary to execute our strategic plan and makes them best positioned to assist in creating value for all of our shareholders.

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2024 Performance Highlights

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In 2024, Kohl’s continued to focus its efforts on delivering long-term shareholder value through driving improved sales and profitability. Building on four strategic priorities introduced in Fiscal 2023—(1) enhancing the customer experience, (2) accelerating and simplifying our value strategies, (3) managing inventory and expenses with discipline, and (4) strengthening the balance sheet—we made targeted investments to enhance the in-store experience, expanded our partnership with Sephora, implemented new operational disciplines, and optimized our footprint to increase efficiencies.

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Positioning for a Stronger Future

Kohl’s is built on a solid foundation, operating more than 1,100 conveniently located stores nationwide and serving over 60 million customers, with 30 million of those customers being Kohl’s Loyalty Members. With this scale and reach, we have a meaningful opportunity to build on our strengths, address key areas of improvement and growth, and consistently deliver an exceptional customer experience. While this transformation will take time, we have identified focus areas that will help reposition Kohl’s for stronger results and closer alignment with our customers’ needs and expectations.

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Compensation Highlights

Our compensation program is a pay-for-performance model based on the philosophy that we should incentivize our executive officers to improve Kohl’s financial performance, profitably grow the business, and increase shareholder value. Our compensation programs are designed to provide an appropriate balance of short and long-term compensation, fixed and variable or at risk pay, and cash and equity-based compensation. In Fiscal 2024, the Compensation Committee continued to use a metric-based approach, setting performance goals aligned with the Company’s long-term strategy under the Annual Incentive Plan and the Long-Term Incentive Plan. The Compensation Committee implemented a number of changes to the Company’s Fiscal 2024 compensation program, which were intended to increase the Company’s focus on performance-based compensation, consistent with the Committee’s pay-for-performance philosophy and efforts to drive improved sales and profitability through the Company’s four strategic priorities.

Under the Annual Incentive Plan for Fiscal 2024, the Compensation Committee set Merchandise Sales (weighted at 60% of the award) and Operating Margin (weighted at 40% of the award) as the relevant performance goals. Additionally, the Committee increased the annual incentive payout at Maximum performance from 150% to 200% of the target award.

Under the Long-Term Compensation Plan for Fiscal 2024, the Compensation Committee eliminated Operating Cash Flow as a performance goal, retaining Net Sales and Operating Margin (each weighted at 50% of the award) as the performance goals applicable to performance-based awards thereunder. Target award amounts were increased in the fiscal year as a result of varying factors, including the individual performance of our executive officers, increased responsibilities, and/or market data. Additionally, the award mix applicable to some of our executive officers in Fiscal 2024 was changed to 65% performance-based awards and 35% time-based awards, previously 60% and 40% respectively.

Generally, the variable or at risk compensation earned by our executives in 2024 was lower than that in previous years. Merchandise Sales and Operating Margin fell below Threshold performance as of fiscal year-end, resulting in a 0% payout under the Annual Incentive Plan.  As to the performance-based component of the LTIP covering the three fiscal years of 2022, 2023, and 2024, the three-year cumulative performance measures of Net Sales, Operating Margin, and Operating Cash Flow were below Threshold performance as of fiscal year-end, resulting in a 0% payout.

These compensation highlights should be read in connection with the executive compensation information included in this Proxy Statement, including the “Compensation Discussion and Analysis,” “Compensation Tables,” “Employment and Executive Compensation Agreements,” “Potential Payments Upon Termination or Change of Control,” “CEO Pay Ratio,” and “Pay versus Performance” sections on pages 49 through 95.

Governance Highlights

We have adopted strong policies and procedures to promote effective and independent corporate governance, including:

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Our Board of Directors currently consists of twelve members, nine of whom are standing for reelection and one of whom is standing for election for the first time. In November 2024, upon the recommendation of the Nominating and ESG Committee, Ashley Buchanan was appointed by the full Board of Directors to serve as a Director, effective from January 15, 2025 until the Annual Meeting, when he will stand for election for the first time. As previously announced and in accordance with his Employment Agreement, Thomas A. Kingsbury will resign from the Board of Directors on May 10, 2025. Effective immediately upon the close of the Annual Meeting, the size of our Board of Directors will be reduced from twelve to ten Directors.

On the recommendation of the Nominating and ESG Committee, the Board of Directors has nominated the individuals named below (each of whom is now a Director) for a one-year term expiring upon completion of the 2026 Annual Meeting of Shareholders, or, in each case, until their successors are elected and qualified.

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All Director nominees have experience in retail or consumer-facing industries, and they represent a broad range of skills, diversity, and experience. We believe this experience, together with their industry knowledge, integrity, ability to devote time and energy, and commitment to the interests of our shareholders, makes them best positioned to serve the Company and our shareholders.

Accordingly, our Board of Directors unanimously recommends that you vote, via the internet, by telephone, or by mail “FOR” each of the ten nominees to serve as Directors until the 2026 Annual Meeting of Shareholders, or, in each case, until their successors are elected and qualified.

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Properly executed proxies will be voted as marked. Unmarked proxies will be voted in favor of electing the individuals named above as Directors to serve until the 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

We expect that all of the Director nominees will be able to serve on the Board of Directors if elected. However, if before the election, one or more Director nominees are unable to serve or for good cause will not serve (a situation that we do not anticipate), the proxy holders will vote the proxies for the remaining Director nominees and for any substitute nominee(s) chosen by our Board of Directors (unless our Board reduces the number of Directors to be elected). If any substitute nominees are designated, we will file an amended Proxy Statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the amended Proxy Statement and to serve if elected, and includes certain biographical and other information about such nominees required by the rules of the Securities and Exchange Commission.

If you sign, date, and return a proxy card but no instructions are specified, your shares will be voted “FOR” each of the ten Director nominees.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor at the number listed below:

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Information about the Director Nominees

The Board of Directors, and particularly its Nominating and ESG Committee, regularly considers whether the Board is made up of individuals with the necessary experience, qualifications, attributes, and skills, taken as a whole, to enable the Board to effectively satisfy its oversight responsibilities. In making these decisions, the Nominating and ESG Committee focuses primarily on the information in each nominee’s individual biography, as set forth below.

Biographies

Biographies of the ten Director nominees are provided below. These biographies include, for each nominee, their age, business experience, the publicly held organizations of which they are or have been a director within the past five years, and a discussion of the specific experience, skills, or qualifications that led to the conclusion that each should be nominated to serve as a Director.

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