SEC Info - Kohl’s Corp. - ‘10-K’ for 2/3/24

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Kohl’s Corp. – ‘10-K’ for 2/3/24 – ‘EX-10.10’

On: Thursday, 3/21/24, at 4:10pm ET · For: 2/3/24 · Accession #: 950170-24-34691 · File #: 1-11084

Previous ‘10-K’: ‘10-K’ on 3/16/23 for 1/28/23 · Latest ‘10-K’: This Filing · 24 References:

  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

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

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-10.10’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

EX-10.10

Exhibit 10.10

Kohl’s Corporation

Non-Employee Director Compensation Policy

Adopted February 28, 2024

Each member of the Board of Directors (the “Board”) of Kohl’s Corporation (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”).

Annual Cash Compensation

An annual cash retainer of $125,000 is payable to each director in equal quarterly installments, payable in arrears, and prorated for partial quarters of service, on the last day of each fiscal quarter of the Company (each, a “Quarterly Date”) in which the service occurred. All annual cash fees are vested upon payment.

Annual Equity Compensation

On the date of each annual meeting of the Company’s stockholders on or after May 15, 2024, each non-employee director who is elected and/or continuing as a non-employee director following the date of such annual meeting shall be granted restricted stock or deferred restricted stock units having a value of

$145,000. A director shall elect whether such award is granted in the form of restricted stock or deferred restricted stock units by delivering written or electronic notice of such election to the Company Secretary prior to January 1 of the calendar year in which such award will be made (or, for equity awards granted at the 2024 annual meeting, prior to March 28, 2024; provided, however, that if the Company Secretary receives no such election during such period, such grant shall be made in restricted stock.

The value of any annual equity grant made to a director pursuant to this this Policy shall be increased by the applicable amount(s) below if the director is serving in any of the capacities listed below for the year following the annual meeting date:

•

The independent Chair of the Board - $200,000;

•

The Chair of the Nominating & ESG Committee - $20,000;

•

The Chair of the Compensation Committee - $25,000;

•

The Chair of the Audit Committee - $30,000; and

•

The Chair of the Finance Committee - $15,000;

Grants of annual equity compensation to directors under this Policy shall not become vested until the first anniversary of the grant date (or, if earlier, the date of the next annual meeting of the Company’s stockholders

(the “Annual

Award Vesting Date”)). Consistent with the Plan, if a director ceases to serve

as a director before the Annual Award Vesting Date due to the director’s death or Disability, or if the director’s service is terminated following a Change of Control prior to the Annual Award Vesting Date, then the restricted stock or deferred restricted stock units shall become fully vested as of the date of such death, Disability or termination of service upon or following a Change of Control, as applicable.

Additional Terms

All equity awards under this Policy shall be made under and pursuant to the Company’s 2024 Long-Term Incentive Plan or any successor plan, as may be amended from time to time (the “Plan”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them (or terms of similar import) in the Plan.

For purposes of this Policy, the aggregate number of shares or units, respectively, that shall be covered by a grant of restricted stock or deferred restricted stock units, respectively, is the quotient of (A) the applicable dollar value set forth in this Policy divided by (B) the

closing stock price of the Company’s common stock on the date of grant, rounded to the nearest whole share or unit, as applicable.

Deferred restricted stock units are bookkeeping entries representing the equivalent of shares of the Company’s common stock. Deferred restricted stock units are paid in shares of

the Company’s common stock on the termination of the director’s service.

Except as otherwise provided in Section B.3 of this Policy, all vesting under the equity grants described in this Policy immediately ceases upon cessation of service as a director for any reason.

A director may not sell, transfer or otherwise dispose of any shares of restricted stock awarded under this Policy until they become vested; however, the director shall have the right to vote such shares prior to vesting. A director may not sell, transfer or otherwise dispose of any deferred restricted stock units.

For restricted stock awarded under this Policy, in lieu of cash dividends paid on shares while such shares are unvested, additional shares of restricted stock shall be granted to the non-employee director holding any such award equal to the cash dividend that would have been paid on such shares divided by the closing stock price of the Company’s common stock on the date of such dividend payment. For deferred restricted stock units granted under this Policy, additional deferred restricted stock units shall be granted to the non-employee director at the time dividends are paid on the underlying shares of common stock equal to the cash dividend that would have been paid on an equal number of shares divided by the closing stock price of the Company’s common stock on the date of such dividend payment. Any additional restricted stock or deferred restricted stock units granted pursuant to this Policy shall vest, if and only if, and at the same time as the original award vests. Any shares payable to a non-employee director in settlement of deferred restricted stock units issued under Section C.6. of

this Policy shall be delivered to the non-employee director at the same time as shares issuable under the original award are delivered.

Compensation under this Policy is intended to be either exempt from the application of or meet the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and shall be construed and interpreted in accordance with such intent. To the extent that compensation under this Policy is subject to Section 409A, such compensation must be paid, settled or deferred, as applicable, in a manner that shall meet the requirements of Section 409A, such that such compensation shall not be subject to the additional tax or interest applicable under Section 409A. Any deferral election related to the receipt or re- deferral of deferred restricted stock units under this Policy shall be irrevocable once made.

Approved February 28, 2024

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	5/15/24
	3/28/24
Filed on:	3/21/24
	2/28/24	8-K
For Period end:	2/3/24
		List all Filings

24 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/20/23  Kohl’s Corp.                      8-K:5,9     6/15/23   12:201K                                   Donnelley … Solutions/FA
 6/01/23  Kohl’s Corp.                      10-Q        4/29/23   57:4.6M                                   Donnelley … Solutions/FA
 5/12/23  Kohl’s Corp.                      8-K/A:5,9   2/20/23   11:278K                                   Donnelley … Solutions/FA
 4/25/23  Kohl’s Corp.                      8-K:5,9     4/21/23   11:172K                                   Donnelley … Solutions/FA
 3/31/23  Kohl’s Corp.                      8-K/A:5,9   2/20/23   11:250K                                   Donnelley … Solutions/FA
 3/16/23  Kohl’s Corp.                      10-K        1/28/23   71:10M                                    Donnelley … Solutions/FA
 2/28/23  Kohl’s Corp.                      8-K:5,8,9   2/20/23   13:214K                                   Donnelley … Solutions/FA
 2/02/23  Kohl’s Corp.                      8-K:1,5,8,9 2/02/23   13:301K                                   Donnelley … Solutions/FA
 1/19/23  Kohl’s Corp.                      8-K:1,9     1/19/23   12:1.3M                                   Donnelley … Solutions/FA
12/01/22  Kohl’s Corp.                      10-Q       10/29/22   56:6M                                     Donnelley … Solutions/FA
 9/01/22  Kohl’s Corp.                      10-Q        7/30/22   55:6.4M                                   Donnelley … Solutions/FA
 8/10/22  Kohl’s Corp.                      8-K:5,8,9   8/10/22   14:893K                                   Donnelley … Solutions/FA
 6/02/22  Kohl’s Corp.                      10-Q        4/30/22   51:6.1M                                   Donnelley … Solutions/FA
 6/03/21  Kohl’s Corp.                      10-Q        5/01/21   46:4.2M                                   ActiveDisclosure/FA
 3/18/21  Kohl’s Corp.                      10-K        1/30/21   73:13M                                    ActiveDisclosure/FA
 3/18/20  Kohl’s Corp.                      10-K        2/01/20   78:13M                                    ActiveDisclosure/FA
 4/23/19  Kohl’s Corp.                      8-K:3,8,9   4/18/19    3:229K                                   Godfrey & Kahn SC/FA
 8/31/17  Kohl’s Corp.                      10-Q        7/29/17   38:2.6M
 3/31/17  Kohl’s Corp.                      DEF 14A     5/10/17    1:1.3M                                   Donnelley … Solutions/FA
 3/24/16  Kohl’s Corp.                      DEF 14A     5/11/16    1:1.3M                                   Donnelley … Solutions/FA
 5/16/11  Kohl’s Corp.                      8-K:5,8,9   5/12/11    3:153K                                   Godfrey & Kahn SC/FA
 3/17/06  Kohl’s Corp.                      10-K        1/28/06   10:1.3M                                   Donnelley … Solutions/FA
 3/18/05  Kohl’s Corp.                      10-K        1/29/05   14:986K                                   Donnelley … Solutions/FA
 3/21/03  Kohl’s Corp.                      10-K        2/01/03    9:964K                                   Donnelley Fin’l S… 03/FA

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Filing Submission 0000950170-24-034691 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)