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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/21/24 Kohl’s Corp. 10-K 2/03/24 75:10M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.69M
2: EX-10.10 Material Contract HTML 35K
3: EX-10.29 Material Contract HTML 63K
4: EX-10.30 Material Contract HTML 47K
5: EX-10.31 Material Contract HTML 55K
6: EX-10.32 Material Contract HTML 133K
7: EX-10.33 Material Contract HTML 142K
8: EX-21.1 Subsidiaries List HTML 25K
9: EX-23.1 Consent of Expert or Counsel HTML 22K
14: EX-97 Clawback Policy re: Recovery of Erroneously HTML 55K
Awarded Compensation
10: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
13: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
16: R1 Document and Entity Information HTML 95K
17: R2 Consolidated Balance Sheets HTML 111K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 26K
19: R4 Consolidated Statements of Operations HTML 81K
20: R5 Consolidated Statements of Changes in HTML 71K
Shareholders' Equity
21: R6 Consolidated Statements of Cash Flows HTML 120K
22: R7 Pay vs Performance Disclosure HTML 35K
23: R8 Insider Trading Arrangements HTML 33K
24: R9 Business and Summary of Accounting Policies HTML 172K
25: R10 Debt HTML 65K
26: R11 Leases HTML 165K
27: R12 Benefit Plans HTML 28K
28: R13 Income Taxes HTML 95K
29: R14 Stock-Based Awards HTML 91K
30: R15 Contingencies HTML 28K
31: R16 Subsequent Events HTML 26K
32: R17 Business and Summary of Accounting Policies HTML 210K
(Policies)
33: R18 Business and Summary of Accounting Policies HTML 131K
(Tables)
34: R19 Debt (Tables) HTML 56K
35: R20 Leases (Tables) HTML 167K
36: R21 Income Taxes (Tables) HTML 86K
37: R22 Stock-Based Awards (Tables) HTML 79K
38: R23 Business and Summary of Accounting Policies - HTML 96K
Additional Information (Details)
39: R24 Business and Summary of Accounting Policies - HTML 24K
Schedule of Fiscal Period (Details)
40: R25 Business and Summary of Accounting Policies - HTML 34K
Schedule of Other Current Assets (Details)
41: R26 Business and Summary of Accounting Policies - HTML 45K
Schedule of Property and Equipment (Details)
42: R27 Business and Summary of Accounting Policies - HTML 35K
Ranges of Useful Lives (Details)
43: R28 Business and Summary of Accounting Policies - HTML 31K
Schedule of Other Noncurrent Assets (Details)
44: R29 Business and Summary of Accounting Policies - HTML 37K
Schedule of Accrued Liabilities (Details)
45: R30 Business and Summary of Accounting Policies - HTML 45K
Schedule of Net Sales by Line of Business
(Details)
46: R31 Business and Summary of Accounting Policies - HTML 30K
Schedule of Marketing Costs, Net of Related Vendor
Allowances (Details)
47: R32 Business and Summary of Accounting Policies - HTML 55K
Computation of Basic and Diluted Net Income (Loss)
Per Share (Details)
48: R33 Business and Summary of Accounting Policies - HTML 25K
Schedule of Potential Shares of Common Stock
Excluded From the Diluted Net Income (Loss) Per
Share (Details)
49: R34 Debt - Components of Long-term Debt (Details) HTML 69K
50: R35 Debt - Additional Information (Details) HTML 72K
51: R36 Leases - Additional Information (Details) HTML 44K
52: R37 Leases - Summary of Operating and Finance Leases HTML 70K
(Details)
53: R38 Leases - Summary of Future Lease Payments HTML 81K
(Details)
54: R39 Leases - Summary of Weighted-Average Remaining HTML 32K
Lease Term and Discount Rates (Details)
55: R40 Leases - Summary of Other Lease Information HTML 26K
(Details)
56: R41 Leases - Summary of Financing Obligations HTML 45K
(Details)
57: R42 Leases - Summary of Future Financing Obligation HTML 39K
Payments (Details)
58: R43 Leases - Summary of Weighted-Average Remaining HTML 26K
Term and Discount Rate for Financing Obligations
(Details)
59: R44 Leases - Summary of Cash Rent Out Flows for HTML 33K
Operating Leases, Finance Leases, and Financing
Obligations (Details)
60: R45 Benefit Plans - Additional Information (Details) HTML 32K
61: R46 Income Taxes - Schedule of Components of Deferred HTML 46K
Income Taxes (Details)
62: R47 Income Taxes - Additional Information (Details) HTML 65K
63: R48 Income Taxes - Schedule of Components of Provision HTML 37K
(Benefit) for Income Taxes (Details)
64: R49 Income Taxes - Schedule of Items Affecting HTML 42K
Statutory Corporate Tax Rate (Details)
65: R50 Income Taxes - Schedule of Reconciliation of Gross HTML 36K
Amount of Unrecognized Tax Benefits (Details)
66: R51 Stock-Based Awards - Additional Information HTML 79K
(Details)
67: R52 Stock-Based Awards - Summary of Nonvested Stock HTML 45K
and Restricted Stock Unit Activity (Details)
68: R53 Stock-Based Awards - Summary of Performance Share HTML 53K
Units (Details)
69: R54 Stock-Based Awards - Summary of Stock Option HTML 39K
Activity (Details)
70: R55 Subsequent Events - Additional Information HTML 32K
(Details)
72: XML IDEA XML File -- Filing Summary XML 128K
75: XML XBRL Instance -- kss-20240203_htm XML 1.83M
71: EXCEL IDEA Workbook of Financial Report Info XLSX 123K
15: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 3.51M
Linkbases Document -- kss-20240203
73: JSON XBRL Instance as JSON Data -- MetaLinks 532± 810K
74: ZIP XBRL Zipped Folder -- 0000950170-24-034691-xbrl Zip 909K
| EX-97 |
Exhibit 97
KOHL’S CORPORATION
EXECUTIVE OFFICER COMPENSATION RECOVERY POLICY
Adopted as of August 9, 2023
The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation to members of the Company Group in the event of an Account Restatement. Each Executive Officer shall be required to sign and return to the Company the Acknowledgement Form attached hereto as Exhibit A. This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual.
This Policy shall be administered by the Committee. Any determinations made by the Committee shall be final and binding on all affected individuals.
For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
“Accounting Restatement” shall mean an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
“Clawback Eligible Incentive Compensation” shall mean, in connection with an Accounting Restatement and with respect to each individual who served as an Executive Officer at any time during the applicable performance period for any Incentive-Based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company Group), all Incentive-Based Compensation Received by such Executive Officer (i) on or after the Effective Date, (ii) after beginning service as an Executive Officer, (iii) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (iv) during the applicable Clawback Period.
“Clawback Period” shall mean, with respect to any Accounting Restatement, the three (3) completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months shall be deemed a completed fiscal year.
“Committee” shall mean the Compensation Committee of the Board of Directors of the Company.
“Company” shall mean Kohl’s Corporation, a Wisconsin corporation.
“Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries;
“Effective Date” shall mean August 9, 2023.
“Erroneously Awarded Compensation” shall mean, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that is Received by such Executive Officer that exceeds the amount of Incentive- Based Compensation that otherwise would have been Received by such Executive Officer had it been determined based on the restated amounts, computed without regard to any taxes paid. With respect to any compensation plans or programs that take into account Incentive-Based Compensation, the amount of Erroneously Awarded Compensation subject to recovery hereunder includes, but is not limited to, the amount contributed to any notional account based on Erroneously Awarded Compensation and any earnings accrued to date on that notional amount.
“Executive Officer” shall mean each individual who is or was designated as an “officer” of the Company in accordance with 17 C.F.R. 240.16a-1(f). Identification of an executive officer for purposes of this Policy shall include at a minimum executive officers identified pursuant to 17
C.F.R. 229.401(b).
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.
“Incentive-Based Compensation” shall mean any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure for any fiscal period ending on or after the Effective Date, even if the restatement is related to a period prior to the Effective Date.
“NYSE” shall mean The New York Stock Exchange.
“Policy” shall mean this Executive Officer Compensation Recovery Policy, as the same may be amended or restated from time to time.
“Received” shall, with respect to any Incentive-Based Compensation, mean actual or deemed receipt by the Executive Officer. Incentive-Based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award or applicable granting policy is attained, even if payment or grant of the Incentive-Based Compensation occurs after the end of that period.
“Restatement Date” shall mean the earlier to occur of (i) the date the Board of Directors, a committee of the Board of Directors, or the officers of the Company authorized to take such action if Board of Directors’ action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
“SEC” shall mean the U.S. Securities and Exchange Commission.
hundred twenty (120) days following the Restatement Date. For the avoidance of doubt, except as set forth in paragraph IV(d) below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.
The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including the disclosure required by the applicable SEC filings.
Each Executive Officer shall sign and return to the Company the Acknowledgement Form attached hereto as Exhibit A, within 30 calendar days following the later of (i) the date of adoption of this Policy or (ii) the date the individual becomes an Executive Officer, pursuant to which the
Executive Officer agrees to be bound by, and to comply with, the terms and conditions of this Policy.
The Company Group shall not be permitted to indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned, or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company Group’s enforcement of its rights under this Policy. Further, the Company Group shall not enter into any agreement that exempts any Incentive-Based Compensation from the application of this Policy or that waives the Company Group’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether entered into before, on, or after the date this Policy was adopted).
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy.
The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. The Committee may terminate this Policy at any time. Notwithstanding anything in this paragraph to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are listed.
The Committee intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement, or any other agreement entered into on or after the date of adoption of this Policy shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group under applicable law, regulation, or rule or pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available
to the Company.
This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators, or other legal representatives.
* * * * *
Exhibit A
EXECUTIVE OFFICER COMPENSATION RECOVERY POLICY
ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of Kohl’s Corporation’s Executive Officer Compensation Recovery Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with Kohl’s Corporation. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to Kohl’s Corporation to the extent required by, and in a manner permitted by, the Policy, and hereby further waives any rights to indemnification that would be prohibited by paragraph VII.
Signature:
Printed Name:
Title:
Date:
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/21/24 | None on these Dates | ||
| For Period end: | 2/3/24 | |||
| 8/9/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||