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:


☐		~~Preliminary Proxy Statement~~

☐		~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~

☒		~~Definitive Proxy Statement~~

☐		~~Definitive Additional Materials~~

☐		~~Soliciting Material Pursuant to §240.14a-12~~

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

KOHL’S CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Notice of Annual Meeting of Shareholders

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Date and Time		Virtual Meeting—Live Interactive Webcast		Record Date
☒May 10, 2023 8:00 a.m. Central Time	~~No fee required.~~

☐www.cesonlineservices.com/kss23_vm	~~Fee computed~~	Close of business on ~~table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
March 8, 2023
	~~(1)~~		~~Title of each class of securities to which transaction applies:~~
	~~(2)~~		~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~		~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~		~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~		~~Total fee paid:~~

☐	~~Fee paid previously with preliminary materials.~~

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	~~(1)~~		~~Amount previously paid:~~
	~~(2)~~		~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~		~~Filing party:~~
	~~(4)~~		~~Date Filed:~~

~~KOHL’S CORPORATION~~

~~N56 W17000 Ridgewood Drive~~

~~Menomonee Falls, Wisconsin 53051~~

~~NOTICE OF ANNUAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD MAY 16, 2018~~

To Our Shareholders:

We are pleased to invite you to attend the Annual Meeting of Shareholders of Kohl’s Corporation on May 10, 2023, at 8:00 a.m. Central Time.

This year’s 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/kss23_vm.

The proxy statement for the Annual Meeting and accompanying proxy card is first being mailed to shareholders on or about March 23, 2023.

The purposes of the Annual Meeting are:

Items of Business		See Page
1	Proposal 1—To elect eleven individuals to serve as Directors for a one-year term and until their successors are duly elected and qualified	15
2	Proposal 2—To approve, by an advisory vote, the compensation of our named executive officers	39
3	Proposal 3—To hold an advisory vote on the frequency of future shareholder advisory votes on the compensation of our named executive officers	42
4	Proposal 4—To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2024	86
5	To consider and act upon any other business that may properly come before the meeting or any adjournment thereof

PROPOSAL 1

PROPOSAL 2

PROPOSAL 3

PROPOSAL 4

ELECTION OF
DIRECTORS

ADVISORY VOTE TO
APPROVE EXECUTIVE
COMPENSATION

ADVISORY VOTE ON THE
FREQUENCY OF FUTURE SAY-
ON-PAY ADVISORY VOTES

RATIFICATION OF
THE APPOINTMENT
OF AUDITORS

Board
Recommendation

Board Recommendation

“FOR” all nominees

“FOR”

FOR a frequency of “ONE YEAR”

“FOR”

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Notice of Annual Meeting of Shareholders

Only shareholders of record at the close of business on March 8, 2023 are entitled to notice of and to vote at the meeting.

It is extremely important that your shares are represented and voted at the Annual Meeting no matter how large or small your holdings may be. You are urged to date, sign and return the proxy card. Please vote as soon as possible in one of these three ways, even if you plan to attend the meeting:

Internet

Phone

Mail

Follow the instructions on your proxy card to vote over the Internet.

Follow the instructions on your proxy card to vote over the telephone.

Sign and return the enclosed proxy card in the postage-paid envelope provided according to the included instructions

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?” which begins on page 4.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON MAY 10, 2023
		The 2022 Annual Report on Form 10-K and proxy statement of Kohl’s Corporation are available at www.proxyvote.com and www.fcrvote.com/kss

We appreciate your continued confidence in our company and your support for our strategy. We look forward to seeing you on May 10, 2023.

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By Order of the Board of Directors,

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Thomas A. Kingsbury
Chief Executive Officer

Menomonee Falls, Wisconsin
March 23, 2023

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	1				GENERAL INFORMATION
	1				Meeting Logistics
	3				Questions and Answers about the Meeting and Voting
	8				PROXY SUMMARY
	8				Matters to Be Voted Upon at the Annual Meeting
	9				Nominees
	11				2022 Performance Highlights
	13				Compensation Highlights
	14				Governance Highlights
	15				CORPORATE GOVERNANCE AND BOARD MATTERS
	15				Proposal 1—Election of Directors
	16				Information about Nominees
	22				Corporate Governance Matters
	22				Director Independence
	23				Leadership Structure
	23				Oversight of Risk Management
	24				Board Refreshment
	26				Board Evaluation
	26				Director Orientation and Continuing Education
	26				Limits on Board Service
	26				Board Committees
	30				Meetings and Attendance
	30				Governing Documents
	31				Communications with the Board
	31				Related Party Transactions
	32				ENVIRONMENTAL, SOCIAL AND GOVERNANCE STEWARDSHIP AT KOHL’S
	32				Values, Ethics, Human Rights and Governance
	33				Diversity, Equity & Inclusion
	35				Environmental Sustainability
	36				Social Supply Chain Management
	37				DIRECTOR COMPENSATION
	37				Stock Ownership Requirements for Directors

	39				EXECUTIVE COMPENSATION
	39				Proposal 2—Advisory Vote on the Approval of the Compensation of Our Named Executive Officers

	42				Proposal 3—Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers
	43				Compensation Committee Report
	43				Compensation Discussion and Analysis
	64				Compensation Tables
	64				Summary Compensation Tables
	66				Grants of Plan-Based Awards in 2022
	67				Employment and Executive Compensation Agreements
	68				Outstanding Equity Awards at Fiscal Year-End
	69				Option Exercises and Stock Vested in 2022
	69				Pension Benefits
	69				Nonqualified Deferred Compensation
	70				Potential Payments Upon Termination or Change of Control
	80				CEO Pay Ratio
	80				Pay versus Performance
	84				SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND MANAGEMENT
	85				Delinquent Section 16(a) Reports
	86				AUDIT MATTERS
	86				Proposal 4—Ratification of the Appointment of Our Independent Registered Public Accounting Firm
	87				Report of the Audit Committee
	88				Fees Paid to Ernst & Young
	88				Pre-Approval Policies and Procedures

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General Information

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Meeting Logistics

Date and Time

Virtual Meeting—Live Interactive Webcast

Record Date

May 10, 2023
8:00 a.m. Central Time

www.cesonlineservices.com/kss23_vm

Close of business on
March 8, 2023

Admission

Date of
Distribution

■

Admission to the Annual Meeting is restricted to shareholders of record as of the record date and/or their designated representatives.

■

Shareholders and/or their designated representatives will need to pre-register by 8:00 a.m. Central Time on May 9, 2023, by visiting www.cesonlineservices.com/kss23_vm. Please have your proxy card containing your control number available and follow the instructions to complete your registration request.

■

Shareholders whose shares are held in “street name” through a bank, broker or other nominee as of the record date will need to pre-register by 8:00 a.m. Central Time on May 9, 2023, by visiting www.cesonlineservices.com/kss23_vm. Please have your voting instruction form or other communication containing your control number available and follow the instructions to complete your registration request.

■

Requests to register to participate in the Annual Meeting must be received no later than 8:00 a.m. Central Time on May 9, 2023.

■

After registering, shareholders will receive a confirmation email with a link and instructions for accessing the Annual Meeting.

This proxy statement and the accompanying proxy card were first mailed to our shareholders on or about March 23, 2023.

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 proxy card to vote by telephone or via the Internet or to date, sign and return the accompanying 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 the Annual Meeting, your shares can 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.

Kohl’s Corporation| 2023 Proxy Statement

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General Information

REGISTERED SHAREHOLDERS

INTERNET

PHONE

MAIL

ATTEND THE MEETING

Visit 24/7 www.fcrvote.com/kss and follow the instructions on the voting site

Call toll-free 24/7 in the U.S. or Canada at 866-402-3905

Complete, sign, date and return your proxy card in the postage-paid envelope

Attend the virtual meeting and cast your ballot online

You will be required to enter your unique Control Number shown on your proxy card or Notice of Internet Availability if you vote by Internet or phone.

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

If your shares are held in the name of a bank, broker or other nominee and you wish to attend and vote at the Annual Meeting, you must obtain a “legal proxy” in pdf., .gif, .jpg or .png file format.

Please contact your bank, broker or other nominee for assistance in obtaining a “legal proxy” in order to vote at the Annual Meeting.

Our Board of Directors unanimously recommends that you vote on the proxy card or by telephone or via the Internet as set forth on the proxy card “FOR ALL” eleven of the Nominees to serve as Directors of the Company until the 2024 Annual Meeting of Shareholders, or, in each case, until their successors are duly elected and qualified.

This proxy statement gives you information on the eleven Nominees recommended by our Board of Directors who are standing for election, our independent auditors, and our named executive officers and their compensation. Because the following summary does not contain all of the information you should consider, you should carefully read this proxy statement in its entirety before voting your shares. For more complete information regarding our 2022 performance, please review our Annual Report on Form 10-K for the fiscal year ended January 28, 2023.

The Nominees have expertise in numerous key areas including:

■

finance,

■

e-commerce,

■

technology,

■

marketing,

■

operations management,

■

human capital, and

■

cybersecurity.

All also 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 all our shareholders is necessary to execute our strategic plan and makes them best positioned to assist in creating value for all of our shareholders. All of the members of our Board of Directors, other than Thomas A. Kingsbury, our Chief Executive Officer, are independent.

Our Board of Directors has many best governance practices in place, including:

■

its annual elections for all Directors,

■

majority vote standard in uncontested Director elections,

■

independent Chairship,

■

“proxy access” allowing eligible shareholders to include their own nominees for Director in our proxy materials,

■

our shareholders’ right to directly communicate with and raise concerns to the Board or individual Directors,

■

a retirement policy, and

■

stock ownership requirements.

2023 Proxy Statement |Kohl’s Corporation

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General Information

Questions and Answers about the Meeting and Voting

When and where will the meeting take place?

The Annual Meeting of Shareholders of Kohl’s Corporation will be held ~~at the auditorium at Kohl’s Innovation Center, W165 N5830 Ridgewood Drive, Menomonee Falls, Wisconsin, 53051~~virtually on May ~~16, 2018,~~10, 2023, at 8:00 a.m. ~~local time, for~~Central Time. The Annual Meeting will be held exclusively online via a live interactive webcast on the internet. You will not be able to attend the Annual Meeting in person at a physical location.

How can I attend the meeting?

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 9, 2023, is required. You may pre-register by visiting
www.cesonlineservices.com/kss23_vm and following the instructions to complete your registration request.

What is the purpose of the meeting?

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

matters:

	1.Items of Business				~~To elect the~~
	1			The election of eleven individuals ~~nominated by our Board of Directors~~ to serve as Directors for a one-year term ~~and until their successors are duly elected and qualified;~~

2.2	~~To ratify~~	The approval, on an advisory basis, of the compensation of our named executive officers
3		An advisory vote on the frequency of future shareholder advisory votes on the compensation of our named executive officers
4		The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending February ~~2, 2019;~~3, 2024

3.5

~~To hold an advisory vote on the approval of the compensation of our named executive officers;~~

~~To consider and vote upon the shareholder proposal described below, if properly presented at the meeting; and~~

~~To consider and act upon any~~Any other business that may properly come before the meeting or any adjournment ~~thereof.~~

~~PLEASE NOTE: The meeting is expected to last less than 30 minutes.~~

~~Only shareholders of record at the close of business on March 14, 2018 are entitled to notice of and to vote at the meeting.~~

Under the rules adopted by the Securities Exchange Commission, we will mail to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the attached proxy statement and our Annual Report on Form 10-K via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials and the attached proxy statement also contain instructions on how you can receive a paper copy of the proxy materials.

~~The Notice of Internet Availability of Proxy Materials will be mailed to our shareholders beginning on or about March 23, 2018.~~

~~You are cordially invited to attend the Annual Meeting of Shareholders in person. Your vote is important no matter how large or small your holdings may be.~~~~Please vote as soon as possible in one of these three ways, whether or not you plan to attend the meeting:~~

•

~~Visit the website shown on your Notice of Internet Availability of Proxy Materials (www.proxyvote.com) to vote over the Internet;~~

•

~~Use the toll-free telephone number provided on the voting website (www.proxyvote.com) to vote over the telephone; or~~

~~If you received a printed proxy card, you may complete, sign, date and return your proxy card by mail.~~

If you send in your proxy card or vote by telephone or the Internet, you may still decide to attend the Annual Meeting of Shareholders and vote your shares in person. Your proxy is revocable in accordance with the procedures set forth in this proxy statement.

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 16, 2018:~~~~The 2017 Annual Report on Form 10-K and proxy statement of Kohl’s Corporation are available atwww.proxyvote.com~~.

~~By Order~~ of the ~~Board of Directors~~

meeting

~~Jason J. Kelroy~~

~~Secretary~~

~~Menomonee Falls, Wisconsin~~

~~March 23, 2018~~

~~TABLE OF CONTENTS~~

	Could other matters be decided at the meeting?
~~Subject~~	~~Page~~

~~General Information About These Materials~~		1

~~Questions and Answers About our 2018 Annual Meeting of Shareholders~~		1

~~Questions and Answers About our Board of Directors and Corporate Governance Matters~~		6

~~Security Ownership of Certain Beneficial Owners, Directors and Management~~		16

~~Item One: Election of Directors~~		18

~~Compensation Committee Report~~		24

~~Compensation Discussion & Analysis~~		25

~~Summary Compensation Table~~		49

~~Grants of Plan-Based Awards in 2017~~		51

~~Outstanding Equity Awards at Fiscal Year-End~~		53

~~Option Exercises and Stock Vested in 2017 .~~		55

~~Pension Benefits~~		56

~~Nonqualified Deferred Compensation~~		56

~~Potential Payments Upon Termination or Change of Control~~		57

~~Report of the Audit Committee~~		74

~~Item Two: Ratification of our Independent Registered Public Accounting Firm~~		75

~~Item Three: Advisory Vote on the Approval of the Compensation of our Named Executive Officers~~		76

~~Item Four: Shareholder Proposal — Shareholder Right to Act by Written Consent~~		77

~~KOHL’S CORPORATION~~

~~N56 W17000 Ridgewood Drive~~

~~Menomonee Falls, Wisconsin 53051~~

~~PROXY STATEMENT~~

~~ANNUAL MEETING OF SHAREHOLDERS~~

~~May 16, 2018~~

~~GENERAL INFORMATION ABOUT THESE MATERIALS~~

This proxy statement describes matters on which we would like you, as a shareholder, to vote at our 2018 Annual Meeting of Shareholders. It also gives you information on these matters so that you can make informed decisions. You are receiving notice because our records indicate that you owned shares of our common stock at the close of business on March 14, 2018. Our Board of Directors has chosen March 14, 2018 as the “record date” for the meeting, which is the date used to determine which shareholders will be able to attend and vote at the meeting.

Our Board of Directors is soliciting your proxy to be used at the meeting. When you complete the proxy, you appoint two of our executives, Jason J. Kelroy and Kevin Mansell, as your representatives at the meeting. These individuals will vote your shares at the meeting as you have instructed them on the proxy card. This way, your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, it is a good idea to vote your shares in advance of the meeting just in case your plans change. The Notice of Internet Availability of Proxy Materials will be mailed to our shareholders beginning on or about March 23, 2018.

~~QUESTIONS AND ANSWERS~~

~~ABOUT OUR 2018 ANNUAL MEETING OF SHAREHOLDERS~~

~~When and where will the meeting take place?~~

The Annual Meeting of Shareholders will be held on Wednesday, May 16, 2018, at 8:00 a.m., local time, at the auditorium at Kohl’s Innovation Center, W165 N5830 Ridgewood Drive, Menomonee Falls, Wisconsin, 53051. Registration begins at 7:30 a.m.

~~How long is the meeting expected to last?~~

~~The meeting is expected to last less than 30 minutes.~~

~~What is the purpose of the meeting?~~

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

~~the election of the eleven individuals nominated by our Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified;~~

~~the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2019;~~

~~an advisory vote on the approval of the compensation of our named executive officers;~~

~~the shareholder proposal described below, if properly presented at the meeting; and~~

~~any other business that may properly come before the meeting or any adjournment of the meeting.~~

~~Could other matters be decided at the meeting?~~

Our Bylaws require ~~prior notification of a shareholder’s intent~~shareholders to notify us in advance if they intend to request a vote on ~~other matters at the meeting.~~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 ~~Jason J. Kelroy~~Jennifer Kent and ~~Kevin Mansell~~Elizabeth McCright to vote your shares on such matters at their discretion.

~~Who is entitled to attend the meeting?~~

Who is entitled to attend and vote at the meeting?

All shareholders who owned our common stock at the close of business on March ~~14, 2018 (which is called the~~8, 2023 (the record date for the meeting) or their duly appointed proxies may attend ~~the meeting.~~

~~Who is entitled to vote at the meeting?~~

~~All shareholders who owned our common stock at the close of business on the record date are entitled to attend~~ and vote at the meeting and at any adjournment of the meeting.

~~How many votes do I have?~~

As of the record date, there were 110,744,782 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 eleven Director nominees and one vote on each other matter.

~~How many votes must be present to hold the Annual Meeting of Shareholders?~~

How many votes must be present to hold the meeting?

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 at the meeting.~~business. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining whether there is a quorum. A broker “non-vote” occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have the necessary voting power for that particular item and has not received instructions from the beneficial owner. In order for us to determine that enough votes will be present to hold the meeting, we urge you to vote in advance by proxy even if you plan to attend the meeting.

~~How many votes may be cast by all shareholders?~~

~~A total of 168,236,899 votes may be cast at the meeting, consisting of one vote for each share of our common stock outstanding on the record date.~~

~~How do I vote?~~

~~You may vote in person at the meeting or vote by proxy as~~ (described ~~below.~~

~~Whether or not you intend to attend the meeting, you can vote by proxy in three ways:~~

•

~~Visit the website shown on your Notice of Internet Availability of Proxy Materials (www.proxyvote.com) to vote over the Internet;~~

•

~~Use the toll-free telephone number provided on the voting website (www.proxyvote.com) to vote over the telephone; or~~

~~If you received a printed proxy card, you may complete, sign, date and return your proxy card by mail.~~

If you vote by proxy, your shares will be voted at the meeting in the manner you indicate. If you sign and return your proxy card, but do not specify how you want your shares to be voted, they will be voted as the Board of Directors recommends.

~~May I change or revoke my vote after I submit my proxy?~~

~~Yes. To change your vote previously submitted by proxy, you may:~~

~~cast a new vote by mailing a new proxy card with a later date;~~

~~cast a new vote by calling the toll-free telephone number provided on the voting website (www.proxyvote.com);~~

•

~~cast a new vote over the Internet by visiting the voting website (www.proxyvote.com); or~~

~~if you hold shares in your name, attend the Annual Meeting of Shareholders and vote in person.~~

~~If you wish to revoke rather than change your vote, written revocation must be received by our corporate Secretary prior to the meeting.~~

~~What~~below) are ~~the Board’s voting recommendations?~~

Unless you give other instructions on your proxy, the persons named as proxy holders on the proxy will vote in accordance with the recommendations of our Board of Directors. Our Board of Directors recommends a vote:

~~FOR~~the election of the eleven nominees named under the caption “ITEM ONE — ELECTION OF DIRECTORS” and nominated by our Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified (see page 18);

~~FOR~~the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2019 (see “ITEM TWO — RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” on page 75);

~~FOR~~~~the approval of the compensation of our named executive officers (see “ITEM THREE — ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS” on page 76); and~~

~~AGAINST~~~~the shareholder proposal on Shareholder Right to Act by Written Consent (see “ITEM FOUR — SHAREHOLDER PROPOSAL: SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT” on page 77).~~

~~How many votes will be required to approve each of the proposals?~~

ITEM ONE: Our Board of Directors has instituted a majority vote requirement for the election of Directors in uncontested elections. This means that a Director nominee will be elected if the number of votes cast “for” that nominee exceeds the number of votes cast “against” that nominee. If you return a signed proxy card or otherwise complete your voting by proxy over the Internet or over the telephone but abstain from voting on any of the nominees, your shares will be counted as present for purposes of determining whether there is a ~~quorum, but will~~quorum.

Am I a shareholder of record or a beneficial owner, and why does it matter?

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 ~~no effect~~the right to instruct your nominee on how to vote the ~~election~~shares held in your account. If your broker cannot vote on Proposals because you haven’t provided instructions, this is known as a “broker non-vote.”

Kohl’s Corporation| 2023 Proxy Statement

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General Information

How do I vote?

If you are a shareholder of ~~those nominees.~~

~~ITEMS TWO, THREE AND FOUR: The ratification~~record as of the ~~appointment~~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 ~~Ernst & Young LLP as~~three ways:

Internet

Phone

Mail

Follow the instructions on your proxy card to vote over the Internet.

Follow the instructions on your proxy card to vote over the telephone.

Sign and return the enclosed proxy card in the postage-paid envelope provided according to the included instructions

The proxy cards are being solicited on behalf of our ~~independent registered public accounting firm,~~Board of Directors.

If you are a beneficial owner, please contact the ~~advisory~~bank, broker, or other nominee that holds your shares for instructions on how to vote.

What is a proxy?

A proxy is your legal designation of another person to vote on approval of the compensation of our named executive officers and the shareholder proposal will be approved if the number of votes cast “for” that proposal exceeds the number of votes cast “against” it. If you return a signed proxy card or otherwise complete your voting by proxy over the Internet or over the telephone but abstain from voting on any of these proposals, your shares will be counted as present for purposes of determining whether there is a quorum, but will have no effect on the outcome of such proposal or proposals.

~~What if I do not indicate my vote for one or more of the~~ matters ~~on my proxy?~~

~~If you return a signed proxy card or otherwise complete your voting by proxy over the Internet or over the telephone without indicating your vote on a matter to be considered~~transacted at the Annual Meeting based upon the stock 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. The form of ~~Shareholders,~~proxy card accompanying this proxy statement designates each of Jennifer Kent, Corporate Secretary, and Elizabeth McCright, Assistant Corporate Secretary, as proxies for the Annual Meeting.

If I submit a proxy, how will my shares be voted?

By giving us your

proxy, you authorize the individuals named as proxies on the proxy card to vote your shares ~~will be voted~~ 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’ recommendations described above. In the event~~Directors:

PROPOSAL 1

ELECTION OF DIRECTORS

“FOR ALL” eleven of the Nominees in Proposal 1

PROPOSAL 2

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

“FOR” approval of the compensation of our named executive officers in Proposal 2

PROPOSAL 3

ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

FOR a frequency of “ONE YEAR” for future non-binding advisory votes on the compensation of our named executive officers in Proposal 3

PROPOSAL 4

RATIFICATION OF THEAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC AACOUNTING FIRM

“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2023 in Proposal 4

If any other matters are brought before the meeting, ~~Jason J. Kelroy~~Jennifer Kent and ~~Kevin Mansell~~Elizabeth McCright will vote your shares on such matters at their discretion.

~~What happens if I do~~

May my broker vote my shares for me?

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 selection of our independent registered public accounting firm (Proposal 4) which is considered “routine” under applicable stock exchange rules, unless you give your broker specific voting instructions. Without your instructions, your broker may not vote your uninstructed shares on non-routine matters (such as Proposals 1, 2 and 3). Therefore, we encourage you to instruct your broker about how you wish your shares to be voted.

May I change or revoke my vote after I submit my proxy?

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

■

cast a new vote following the instructions on the proxy card to vote by ~~proxy?~~

telephone or via the Internet;

■

cast a new vote by mailing a new proxy card with a later date; or

■

attend the virtual Annual Meeting of Shareholders and follow the instructions to vote during the meeting.

If you are a beneficial owner, you can revoke any prior voting instructions by contacting the bank, broker, or

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General Information

other nominee that holds your shares or by obtaining a legal proxy from your bank, broker, or other nominee and voting at the virtual Annual Meeting. If your shares are held in the name of a bank, broker or other nominee and you wish to attend and vote at the Annual Meeting, you must obtain a “legal proxy” in pdf, .gif,

.jpg or .png file format. Please contact your bank, broker or other nominee for assistance in obtaining a “legal proxy” in order to attend and vote at the Annual Meeting. If you wish to revoke your proxy rather than change your vote, our Corporate Secretary must receive your written revocation prior to the meeting.

What are the Board’s voting recommendations, and how many votes are required to approve each proposal?

Proposal

Board’s
Recommendation

Votes Required to Pass

Effect of Abstentions and
Broker Non-Votes

Election of directors

FOR all Nominees

Our Board of Directors has instituted a majority vote requirement for the election of Directors in uncontested elections. This means that a Director nominee will be elected if the number of votes cast “FOR” that nominee exceeds the number of votes cast “AGAINST” that nominee. If you return a signed proxy card or otherwise complete your voting by proxy over the Internet or over the telephone but abstain from voting on any of the nominees, your shares will be counted as present for purposes of determining whether there is a quorum, but will have no effect on the election of those nominees.

No effect.

Advisory approval of the compensation of our named executive officers

FOR

This proposal will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” it.

No effect.

Advisory vote on the frequency of future shareholder advisory votes on the compensation of our named executive officers

FOR ONE YEAR

Because the vote on the frequency of future shareholder advisory votes on the compensation of our named executive officers is also an advisory vote and provides shareholders with multiple voting options, there is no minimum vote requirement that constitutes approval of this proposal.

No effect.

Ratification of our independent registered public accounting firm

FOR

This proposal will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” it.

No effect.

What happens if I do not vote by proxy?

If you are a shareholder of record and you do not vote by proxy, ~~the~~your shares ~~held in your name~~ will not be voted unless you vote ~~in person at~~during the meeting. If you ~~hold your shares through~~are a ~~broker~~beneficial owner and you do not provide your broker with specific voting instructions, your ~~shares~~broker may ~~be voted with respect to certain proposals at your broker’s discretion. If the broker does not~~ vote ~~those shares, those broker non-votes will have no effect on the outcome of any of the proposals.~~

~~How can I attend the Annual Meeting of Shareholders?~~

Only shareholders as of the close of business on the record date, March 14, 2018, may attend the Annual Meeting of Shareholders. To be admitted to the meeting, you will be required to present photo identification and an admission ticket or proof of ownership of your shares ~~as of the record date, such as~~only on

Proposal 4 and will declare a ~~letter or account statement from your bank or broker.~~

~~IF YOU DO NOT HAVE AN ADMISSION TICKET (OR PROOF OF OWNERSHIP) AND VALID PICTURE IDENTIFICATION, YOU WILL NOT BE ADMITTED TO THE MEETING.~~

~~The use of cameras, recording devices~~broker non-vote for Proposals 1, 2 and other electronic devices at the meeting is prohibited, and such devices will not be allowed in the meeting or any other related areas, except by credentialed media. We realize that many cellular phones have built-in digital cameras, and while you may bring these phones into the venue, you may not use the camera function at any time.

~~What happens if the Annual Meeting of Shareholders is postponed or adjourned?~~

What happens if the meeting is adjourned?

If the meeting is ~~postponed or~~ 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

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General Information

set forth above under the caption “May I change or revoke my vote after I submit my proxy?”

~~Will our independent registered public accounting firm participate in the meeting?~~

Will the Company’s independent registered public accounting firm participate in the meeting?

Yes. ~~Our independent registered public accounting firm is Ernst & Young LLP.~~ A representative of Ernst & Young LLP will be present at the meeting and will be available to make a statement orand answer ~~any~~ appropriate ~~questions you may have.~~

~~Are members of the Board of Directors required to attend the meeting?~~

questions.

Are members of the Board of Directors required to attend the meeting?

While the Board has not adopted a formal policy ~~regarding Director attendance at Annual Meeting of Shareholders,~~requiring Directors to attend annual meetings, Directors are encouraged to ~~attend.~~do so. All ~~ten~~ of the then current Directors standing for re-election attended the ~~2017~~2022 Annual Meeting of Shareholders.

Who is soliciting my proxy?

The Company is soliciting your proxy to be used at the meeting. The proxy appoints two of our executives, Jennifer Kent and Elizabeth McCright, as your representatives to vote your shares as you instruct on your 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, just in case your plans change.

Who will pay the expenses incurred in connection with the solicitation of my vote?

The Company will pay the expenses ~~incurred~~of soliciting proxies. Proxies may be solicited by our Directors, officers or employees in ~~connection with the solicitation of my vote?~~

~~We pay all costs and expenses related to preparation of these proxy materials and solicitation of your vote.~~person or by telephone, mail, electronic transmission or facsimile transmission. We also pay all expenses related to the Annual Meeting of ~~Shareholder expenses.~~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 ~~Morrow Sodali LLC, 470 West Ave, Stamford, CT 06902,~~Innisfree M&A Incorporated to assist with the solicitation of proxies for a fee of ~~$8,500~~$25,000 plus reimbursement ~~for~~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, but we will not pay any compensation for their services.~~

stock.

Can I view these proxy materials electronically?

~~Can I view these proxy materials electronically?~~

Yes. You may view our ~~2018~~2023 proxy materials at~~www.proxyvote.com~~. at:

www.proxyvote.com

You may also use our corporate website athttps://corporate.kohls.com to view all of our filings with the Securities and Exchange Commission, ~~(the “Commission”),~~ including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended ~~February 3, 2018.~~

~~How can I receive copies of Kohl’s year-end Securities and Exchange Commission filings?~~

January 28, 2023.

How can I receive copies of Kohl’s year-end Securities and Exchange Commission filings?

We will furnish without charge to any shareholder, ~~who requests in writing,~~upon request, a copy of this proxy statement and/or

our Annual Report on Form 10-K, including financial statements, for the fiscal year ended ~~February 3, 2018, as filed with the Commission.~~January 28, 2023. Any such request should be directed to:

				Kohl’s Corporation N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin 53051 Attention: Investor Relations
				investor.relations@kohls.com

We will provide the exhibits to ~~Kohl’s Corporation, N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051, Attention: Investor Relations.~~

~~How do shareholders submit proposals for Kohl’s 2019 Annual Meeting~~the Form 10-K upon payment of ~~Shareholders?~~

the reasonable expenses of furnishing them.

How can I submit a proposal for Kohl’s 2024 Annual Meeting of Shareholders?

You may present matters for consideration at our next Annual Meeting of Shareholders either by having the matter included in our proxy statement and ~~listed on our~~ proxy card in accordance with Rule 14a-8 under the Securities Exchange Act of 1934 or by conducting your own proxy solicitation.

~~To have~~

If you want your proposal included in our proxy statement and listed on our proxy card for the ~~2019~~2024 Annual Meeting of Shareholders, we must receive your written proposal by November ~~23, 2018. You may submit your proposal in writing to: Corporate Secretary, Kohl’s Corporation, N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051.~~ 24, 2023, at:

Corporate Secretary
Attention: Legal
Kohl’s Corporation
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051

You may submit a proposal only if you ~~have continuously owned at least $2,000 worth of our common stock for at least one year before you submit your proposal,~~meet the ownership and holding requirements in Rule 14a-8, and you must continue to ~~hold this level of stock~~meet such ownership and holding requirements through the date of the ~~2019~~2024 Annual Meeting of ~~Shareholders.~~

Shareholders and otherwise comply with the Rule 14a-8 requirements then in effect.

If you decide to conduct your own proxy solicitation, ~~you~~we must ~~provide us with~~receive written notice of your intent to present your proposal at the ~~2019~~2024 Annual Meeting of Shareholders, ~~in accordance with~~as required by our Bylaws, no earlier than January 11, 2024 and ~~the written notice must be received by us by January 16, 2019.~~no later than February 10, 2024. If you submit a proposal for the ~~2019~~2024 Annual Meeting of Shareholders after that date, your proposal cannot be considered at the meeting.

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules for the 2024 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 11, 2024.

How can I nominate a candidate for the Board of Directors?

Pursuant to procedures set forth in our Bylaws, our Nominating and ESG Committee will consider shareholder nominations for Directors if we receive

2023 Proxy Statement |Kohl’s Corporation

~~QUESTIONS AND ANSWERS~~

~~ABOUT OUR BOARD~~TABLE OF ~~DIRECTORS AND CORPORATE GOVERNANCE MATTERS~~

~~What is the makeup~~CONTENTS

General Information

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 2024 Annual Meeting of Shareholders, we must receive the notice earlier than January 11, 2024 and no later than February 10, 2024.

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

(i)

a description of all arrangements or understandings between the nominating shareholder and each nominee,

(ii)

information about the nominating shareholder and each nominee, and

(iii)

a written representation and agreement of the nominee, in the form provided by Kohl’s upon request, that he or she:

(a)

is not and will not enter into agreements or understandings with respect to how he or she will act or vote if elected as a Director,

(b)

is not and will not become a party to any agreements or understandings with any entity other than the corporation with respect to direct or indirect compensation in connection with service or action as a director,

(c)

will comply with the corporation’s corporate governance and ethics guidelines,

(d)

if elected as a director agrees to, and will, serve the entire term.

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 the Kohl’s Board, subject to the terms and conditions specified in our Bylaws. To be timely for inclusion in the proxy materials for our 2024 Annual Meeting of Shareholders, our Corporate Secretary must receive your nomination between October 25, 2023, and November 24, 2023. The requirements for proxy access are detailed in our Bylaws, which will be provided to you upon written request.

What if I have additional questions?

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

Innisfree M&A Incorporated

SHAREHOLDERS
MAY CALL

BANKS AND BROKERS
MAY CALL

toll free:
(877) 687-1874

collect:
(212) 750-5833

Kohl’s Corporation| 2023 Proxy Statement

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Proxy Summary

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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 2022, which ended January 28, 2023.

Date and Time			Virtual Meeting—Live Interactive Webcast			Record Date
May 10, 2023 8:00 a.m. Central Time			www.cesonlineservices.com/kss23_vm			Close of business on March 8, 2023

Matters to Be Voted Upon at the Annual Meeting

Our Board of Directors unanimously recommends that you vote:

PROPOSAL 1

ELECTION OF DIRECTORS

“FOR ALL” eleven of the Nominees in Proposal 1

PROPOSAL 2

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

“FOR” approval of the compensation of our named executive officers in Proposal 2

PROPOSAL 3

ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

FOR a frequency of “ONE YEAR” for future non-binding advisory votes on the compensation of our named executive officers in Proposal 3

PROPOSAL 4

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC AACOUNTING FIRM

“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2023 in Proposal 4

on the accompanying proxy card or by telephone or via the Internet as set forth on the proxy card.

Please note the voting procedures described under “How Do I Vote?” on page 4 of the proxy statement.

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Nominees

The following table lists the Nominees. All of the Nominees are independent except Thomas A. Kingsbury, Chief Executive Officer of Kohl’s.

					Kohl’s Independent Committee Membership				Other Current Public Company Boards
Director Name and Principal Occupation		Age	Director Since	Independent	Audit	Compensation	Nominating and ESG	Finance	Other Current Public Company Boards
	Michael J. Bender Former President and Chief Executive Officer, Eyemart Express, LLC	61	2019						■ Acuity Brands
	Peter Boneparth Former Senior Advisor to a division of The Blackstone Group, LLP, advising on the retail industry	63	2008						■ JetBlue Airways Corporation
	Yael Cosset Senior Vice President and Chief Information Officer, The Kroger Co.	49	2020						—
	Christine Day Chief Executive Officer, Executive Chair and Co-Founder, The House of LR&C	61	2021						—
	H. Charles Floyd Global President of Operations, Hyatt Hotels Corporation	63	2017						—
	Margaret L. Jenkins Former Senior Vice President, Chief Marketing Officer, Denny’s Corporation	71	2021						■ Citi Trends, Inc.
	Thomas A. Kingsbury Chief Executive Officer, Kohl’s Corporation	70	2021						—
	Robbin Mitchell Senior Advisor, Boston Consulting Group	58	2021						■ Piper Sandler Companies
	Jonas Prising Chair and Chief Executive Officer, ManpowerGroup	58	2015						■ ManpowerGroup
	John E. Schlifske Chair and Chief Executive Officer, The Northwestern Mutual Life Insurance Company	63	2011						—
	Adrianne Shapira Managing Director, Eurazeo Brands	52	2016						—
Number of Meetings in Fiscal 2022			Board—19		7	5	4	14

Independent Chair
of the Board

Committee
Chair

Committee Chair effective immediately following the Annual Meeting

Committee
Member

Audit Committee
financial expert

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Proxy Summary

Board nominee attributes

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Proxy Summary

The eleven Nominees represent a broad range of skills, diversity and ~~how often are members elected?~~

experience.

Skills, Diversity, and Experience
	Current or former public company CEO	● ● ● ● ● ● ● ● ● ● ●	4	36%
	Senior leadership	● ● ● ● ● ● ● ● ● ● ●	11	100%
	Public company board service (other than Kohl’s)	● ● ● ● ● ● ● ● ● ● ●	9	82%
	Board diversity (gender or racial/ethnic diversity)	● ● ● ● ● ● ● ● ● ● ●	5	45%
	Retail or consumer-facing industry	● ● ● ● ● ● ● ● ● ● ●	11	100%
	Finance, accounting, or financial reporting	● ● ● ● ● ● ● ● ● ● ●	9	82%
	Mergers and acquisitions	● ● ● ● ● ● ● ● ● ● ●	8	73%
	Technology, e-commerce or digital	● ● ● ● ● ● ● ● ● ● ●	8	73%
	Marketing, public relations or brand management	● ● ● ● ● ● ● ● ● ● ●	10	91%
	Operations management	● ● ● ● ● ● ● ● ● ● ●	9	82%
	Human capital, culture, or compensation	● ● ● ● ● ● ● ● ● ● ●	8	73%
	Cybersecurity	● ● ● ● ● ● ● ● ● ● ●	1	9%

2022 Performance Highlights

Kohl’s continued to make important progress against its strategy in 2022, despite financial results not meeting its expectations due to the challenging macroeconomic conditions. The Company took additional steps towards driving improved sales and profitability with increased investments in the beauty and outdoor categories, which generated positive returns. Following a record year of earnings per share in 2021, the Company’s earnings declined to a loss of $0.15 per share in 2022 driven by lower sales, inflationary cost pressures, increased strategic investments, as well as inventory actions to improve its positioning for 2023.

Performance takeaways include:

■

Net sales decreased 7% compared to 2021

■

Successfully opened more than 400 Sephora shop-in-shops in 2022, growing the number of Sephora at Kohl’s locations to more than 600

■

Accessories category sales increased 9% compared to 2021, driven by significant growth in beauty sales

■

Opened five new stores in 2022, including three small format stores, and relocated another four stores

■

Operating margin of 1.4% and loss per share of $0.15

■

Doubled the quarterly cash dividend on its common stock to $0.50 per share, which equates to an annual dividend of $2.00 per share

■

Returned approximately $900 million in capital to shareholders in 2022 through share repurchases and dividend payments

■

Strengthened liquidity position by replacing and upsizing revolver to a $1.5 billion secured facility

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Proxy Summary

The Company’s four key strategic focus areas continue to be:


1.	2.	3.	4.
DRIVING TOP LINE GROWTH	EXPANDING OPERATING MARGIN	MAINTAINING DISCIPLINED CAPITAL MANAGEMENT	SUSTAINING AN AGILE, ACCOUNTABLE, AND INCLUSIVE CULTURE

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1. Driving top line growth

Kohl’s net sales in 2022 decreased 7% year-over-year, driven by the challenging macroeconomic conditions. High inflation dampened consumer spending across the broader retail industry, and especially in the discretionary categories Kohl’s offers. The Company leaned into its core value messaging, which led to outperformance of its value-oriented private brands. Management remained focused on executing against its strategy and further

increased its investment in key growth initiatives. The Company expanded its partnership with Sephora, opening more than 400 Sephora at Kohl’s shops in 2022, which attracted millions of customers and resulted in significant beauty sales growth. In addition, Kohl’s sales benefited from expanding its outdoor assortment with newer brands like Eddie Bauer and Lands’ End and existing brands like Columbia Sportswear.

2. Expanding operating margin

The Company’s operating margin contracted to 1.4% in 2022, driven by lower sales, inflationary cost pressures, increased strategic investments, as well as inventory actions to improve its positioning in

2023. Kohl’s remains committed to managing the business to a long-term operating margin goal of 7% to 8%.

3. Maintaining disciplined capital management

In 2022, management remained committed to prudent balance sheet management and returning capital to shareholders. The Company strengthened its liquidity position by replacing and upsizing its revolver to a $1.5 billion secured facility and returned approximately $900 million in capital to shareholders

in 2022 through share repurchases and dividend payments. In early 2022, Kohl’s doubled the quarterly cash dividend on its common stock to $0.50 per share, which equates to an annual dividend of $2.00 per share.

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Proxy Summary

4. Sustaining an agile, accountable, and inclusive culture

Fostering a diverse, equitable, and inclusive environment for Kohl’s associates, customers, and suppliers continues to remain an important focus. The Company made further progress under its diversity and inclusion framework, and continued to build on its commitment to Environmental, Social, and Corporate Governance (“ESG”) stewardship. In 2022, the Company continued to be recognized by several third party awards and rankings.

Kohl’s management and associates made progress against many of its key strategic initiatives in 2022, however the Company’s business performance did not achieve its expectations due to the challenging macroeconomic conditions. For more information, please see the Compensation Discussion and Analysis.

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. That philosophy drove several actions in fiscal 2022. The Compensation Committee continued its philosophy of using a metric based approach in incentive plan design and again set performance goals of net sales and operating income for the Short Term Incentive Plan (AIP) and net sales, operating margin and operating cash flow for the Long Term Incentive Plan (LTIP). The Compensation Committee set these goals at levels which would drive significant improvement above 2021 performance for the AIP and drive long term growth over the 3 years utilized in the LTIP. Targets in the AIP were again set in such a way that they were significantly more challenging to achieve at the upper payout levels due to the fact that the breadth of the payout ranges were expanded. The Company did not achieve performance targets set in the 2022 AIP and as a result no NEOs received an annual incentive payout for 2022 performance. Even though the Company’s 2022 financial results were impacted by challenging macroeconomic conditions, the Committee did not make any adjustments to the 2022 targets that were originally set, remaining aligned to our compensation program’s pay-for-performance model. Our LTIP which covered the 3

fiscal years of 2020, 2021 and 2022 resulted in a payout of 200%. When the Committee met in March 2020 to set the specific three-year goals for the performance criteria under the 2020-2022 LTIP, all of the Company’s stores were closed and the duration and consequences of the pandemic were uncertain. Accordingly, the Committee set targets based on the best available information at the time, with the understanding that the three-year targets would be reevaluated before the end of fiscal 2020. In December 2020, after determining that Kohl’s 2020 performance-to-date was exceeding initial expectations, the Committee significantly increased the previous targets for each of the three-year performance goals. The net sales target was raised by 11%, the operating income target was raised by 161%, and the operating cash flow target was raised by 259%. No adjustments were made to the size of the original awards to management. Finally, the Committee did not make any adjustments to the base salaries of our NEOs during the spring 2022 annual merit process and instead increased the LTIP target amounts, of which the majority is in the form of PSUs, for our then NEOs. The Committee took this approach in order to further strengthen the connection between executive pay and our shareholders. For more information, please see the Compensation Discussion and Analysis.

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Proxy Summary

Governance Highlights

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

All of the Directors other than our CEO are independent, as determined under the standards of the New York Stock Exchange;

Independent Directors communicate regularly regarding appropriate Board agenda topics and other Board-related matters;

The Board’s four standing committees are composed solely of independent Directors with the exception of the Finance Committee of which the CEO is a member;

All Board members have complete access to management and outside advisors; and

Non-management Directors meet privately in executive sessions in conjunction with each regular Board meeting;

The Board is committed to active refreshment, demonstrated by the addition of seven new Directors in the past five years.

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Corporate Governance and Board Matters

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PROPOSAL 1

ELECTION
OF DIRECTORS

The Board of Directors unanimously recommends that shareholders vote “FOR ALL” eleven of the Nominees to serve as directors.

Our Board of Directors currently ~~has eleven~~consists of twelve members. ~~Each Director stands~~Eleven of our directors are standing for ~~election every year.~~

~~How often did~~re-election. As previously disclosed, Stephanie A. Streeter will not be standing for re-election at the ~~Board of Directors meet in fiscal 2017?~~

~~The full Board of Directors formally met seven times during fiscal 2017 and otherwise accomplished its business through~~Annual Meeting. Effective immediately upon the ~~work~~close of the ~~committees described below or otherwise without formal meetings. Each incumbent Director attended at least 75% of~~Annual Meeting, the ~~meetings of the Board held when he or she was serving as a Director and of the standing committees of which he or she was a member during fiscal 2017.~~

~~Do the non-management Directors meet in regularly scheduled executive sessions?~~

~~Yes. The non-management members~~size of our Board of Directors ~~meet in regularly scheduled executive sessions without any members~~will be reduced from 12 to 11 directors.

We believe the Nominees are best positioned to serve our Company and our shareholders. Accordingly, our Board of ~~management present.~~ Directors unanimously recommends that you vote “FOR ALL” eleven of the Nominees on the proxy card.

Our Board of Directors ~~upon~~unanimously recommends that you vote on the ~~recommendation~~proxy card, via the Internet, by telephone or by mail “FOR ALL” eleven of the ~~Governance & Nominating Committee, appointed Mr. Watson~~Nominees to serve as Directors until the ~~independent “Lead Director” for fiscal 2017. In this capacity, Mr. Watson presided over~~2024 Annual Meeting of Shareholders, or, in each case, until their successors are elected and qualified.

Only the ~~meetings~~latest validly executed proxy that you submit will be counted.

Properly executed proxies will be voted as marked. Unmarked proxies will be voted in favor of ~~non-management Directors.~~

~~Has~~electing the individuals named below (each of whom is now a Director) as Directors to serve until the 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

We expect that all of the Nominees will be able to serve on the Board of Directors ~~adopted written~~ if elected. However, if before the election one or more 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 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 revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by the rules of the SEC.

The Board of Directors unanimously recommends that shareholders vote “FOR ALL” eleven of the Nominees to serve as directors.

If you sign and date your proxy card but no instructions are specified, your shares will be voted “FOR ALL” eleven of the Nominees.

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

Innisfree M&A Incorporated

SHAREHOLDERS
MAY CALL

BANKS AND BROKERS
MAY CALL

toll free:
(877) 687-1874

collect:
(212) 750-5833

Kohl’s Corporation| 2023 Proxy Statement

TABLE OF CONTENTS

Corporate Governance and Board Matters

Information about 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 satisfy its oversight responsibilities effectively. In making these decisions, the Nominating and ESG Committee focuses primarily on the information in each Company Nominee’s individual biography, set forth below.

The matrix below identifies the balance of skills and qualifications each Company Nominee brings to the Board. We believe this combination of skills and qualifications demonstrates that our Board is well positioned to provide effective oversight and strategic advice to management.

Skill or Experience

BENDER

BONEPARTH

COSSET

DAY

FLOYD

JENKINS

KINGSBURY

MITCHELL

PRISING

SCHLIFSKE

SHAPIRA

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Current or former public company CEO

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Senior leadership

Public company board service (other than Kohl’s)

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Board diversity (gender or racial/ethnic diversity)

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Retail or consumer-facing industry

Finance, accounting or financial reporting

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Mergers and acquisitions

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Technology, e-commerce or digital

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Marketing, public relations or brand management

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Operations management

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Human capital, culture or compensation

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Cybersecurity

Directors who identify as:

Gender Identity

■ Male

■ Female

Demographic Background

■ White

■ African American or Black

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	MICHAEL J. BENDER
	Former President and Chief Executive Officer of Eyemart Express \| Age 61
	Director since 2019 INDEPENDENT Committees ■ Audit ■ Nominating and ESG (Chair)			Retail and Consumer-Facing Experience ■ Track record of success in previous senior management roles at prominent retailers including Walmart, Victoria’s Secret, and Eyemart Express Additional Select Key Skills and Expertise ■ MERGERS AND ACQUISITIONS: Led the successful integration of Jet.com at Walmart, transforming Walmart’s omni-channel presence ■ TECHNOLOGY, E-COMMERCE, AND DIGITAL: Served as COO of Global eCommerce at Walmart, bridging the gap between the digital and physical capabilities of the retail giant ■ OPERATIONS MANAGEMENT: Expertise in optimizing supply chain operations honed through 30 years in operational roles, including at Pepsi, L Brands, and Walmart
				Career Highlights ■ Eyemart Express: Former President and CEO from January 2018 to April 2022; former President from 2017 to January 2018 ■ Walmart: Former COO of Global eCommerce from 2014 to 2017, following other executive management positions over five years ■ Cardinal Health: Held a number of senior positions over four years ■ L Brands (Victoria’s Secret): Former Vice President of Store Operations from 1999 to 2002 ■ Pepsi: 15 years in a variety of sales, finance and operating roles Additional Public Company Boards (within past 5 years) ■ Acuity Brands (since September 2022) ■ Ryman Hospitality Properties (2004 to May 2019)

	PETER BONEPARTH
	Former Senior Advisor of The Blackstone Group, LLP \| Age 63
	Chair of the Board Director since 2008 INDEPENDENT Committees ■ Compensation ■ Finance ■ Nominating and ESG			Retail and Consumer-Facing Experience ■ Led Jones Apparel Group through expansion of apparel offerings and growth via key acquisitions including Maxwell Shoe Company, Gloria Vanderbilt, and Barneys Additional Select Key Skills and Expertise ■ RETAIL PUBLIC COMPANY CEO: Former President and CEO of Jones Apparel Group, where he managed execution of successful growth strategy over five years ■ MERGERS AND ACQUISITIONS: Deal expertise of over 30 years and over $25 billion in transaction value through his career in law, investment banking, and private equity ■ TRANSFORMATION STRATEGY: As CEO of Jones Apparel Group, successfully steered the Company through a challenging period of industry consolidation and as Chair of JetBlue, oversaw navigation through the COVID-19 pandemic
				Career Highlights ■ The Blackstone Group: Former Senior Advisor to retail division from February 2018 to August 2021 ■ Irving Place Capital Partners: Former Senior Advisor from 2009 to 2014 ■ Jones Apparel Group: Former President and CEO from 2002 to 2007 Additional Public Company Boards (within past 5 years) ■ JetBlue (since 2008; Chair since May 2020) Awards and Recognition ■ 2022 NACD Directorship 100 Honoree

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	YAEL COSSET
	Senior Vice President and Chief Information Officer of The Kroger Co. \| Age 49
	Director since 2020 INDEPENDENT Committees ■ Audit (Chair effective 2023 Annual Meeting)			Retail and Consumer-Facing Experience ■ Named one of “ten people transforming retail” by Business Insider for leading Kroger’s transformation through innovative digital capabilities to accelerate growth and improve customer experience Additional Select Key Skills and Expertise ■ TECHNOLOGY, E-COMMERCE, AND DIGITAL: Leads Kroger’s Technology function and digital strategy, and uses significant technical and commercial data analytics expertise to drive monetization of media and insights ■ MERGERS AND ACQUISITIONS: Helped steer Kroger’s sale of You Technology and dunnhumby’s acquisition of retailer software solutions provider KSS Retail ■ OPERATIONS MANAGEMENT: Served as CEO of an enterprise software company and as an executive business consultant providing insight and direction on market expansion, product launches, and growth strategies for global companies
				Career Highlights ■ Kroger: Senior VP and CIO since 2019, with responsibility for 84.51° subsidiary as of July 2020; former Global VP and Chief Digital Officer from 2017 to February 2019; former CIO/Chief Commercial Officer of 84.51° from 2015 to 2017 ■ dunnhumby: Global CIO from 2010 to 2015 following various senior management positions ■ MicroStrategy Incorporated: Various senior management positions from 2000 to 2009 Awards and Recognition ■ Recognized by Business Insider as one of 10 people transforming retail in 2019 ■ Recognized by Retail Leaders as one of 17 leaders to watch in 2017

	CHRISTINE DAY
	Chief Executive Officer, Executive Chair and Co-Founder of The House of LR&C \| Age 61
	Director since 2021 INDEPENDENT Committees ■ Audit ■ Compensation			Retail and Consumer-Facing Experience ■ Over 30 years’ experience in retail and consumer goods at prominent companies, including over five years leading a highly successful strategy as CEO of lululemon and over 20 years in leadership roles at Starbucks Additional Select Key Skills and Expertise ■ RETAIL PUBLIC COMPANY CEO: Widely recognized for her innovative leadership in executing a successful growth strategy over five years when she was CEO of lululemon ■ TRANSFORMATION STRATEGY: Under her leadership as CEO of lululemon, sales grew 6x to $1.6B and the stock, which had been relatively flat since IPO, gained over 200% ■ OPERATIONS MANAGEMENT: At lululemon, oversaw all retail operations in North America and on an international basis as former Executive Vice President—Retail Operations
				Career Highlights ■ The House of LR&C: CEO, Executive Chair and Co-Founder since December 2020 ■ Performance Kitchen (LUVO): Founder and CEO from 2014 to December 2020; Director from 2013 to April 2021 ■ lululemon: Director and CEO from 2008 to 2014 ■ Starbucks Corporation: President, Asia Pacific Group from 2004 to 2007 following various leadership roles for over 15 years

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	H. CHARLES FLOYD
	Global President of Operations of Hyatt Hotels Corporation \| Age 63
	Director since 2017 INDEPENDENT Committees ■ Compensation			Retail and Consumer-Facing Experience ■ 40-year career with Hyatt Hotels has provided extensive global experience in a dynamic consumer-driven industry Additional Select Key Skills and Expertise ■ OPERATIONS MANAGEMENT: In his current role, responsible for the successful operation of hotels globally, including ensuring operating efficiency in the roll-out of new innovations and unifying global operations ■ TRANSFORMATION STRATEGY: Successfully steered the operations of Hyatt’s 1,100 hotels through the global pandemic, taking the stock from a challenged position in early 2020 to all-time highs in 2022 ■ MARKETING AND BRAND MANAGEMENT: Was a key leader in the creation of seven of Hyatt’s current hotel brands
				Career Highlights ■ Hyatt: Global President of Operations since 2014; former Executive VP, Group President—Global Operations Center from 2012 to 2014; former COO—North America from 2006 to 2012; various other senior positions Additional Public Company Boards (within past 5 years) ■ Thayer Ventures Acquisition Corp. (December 2020 to April 2022) ■ Playa Hotels and Resorts N.V. (May 2018 to August 2021)

	MARGARET L. JENKINS
	Former Senior Vice President, Chief Marketing Officer of Denny’s Corporation \| Age 71
	Director since 2021 INDEPENDENT Committees ■ Audit			Retail and Consumer-Facing Experience ■ Significant senior management experience in consumer-facing industries, including senior executive roles at Denny’s and El Pollo Loco and management positions at Taco Bell and PepsiCo Additional Select Key Skills and Expertise ■ MARKETING AND BRAND MANAGEMENT: Extensive marketing expertise honed through Chief Marketing Officer roles at restaurant corporations Denny’s and El Pollo Loco ■ MERGERS AND ACQUISITIONS: As a director of PVH, helped lead the transformative acquisitions of Tommy Hilfiger and Warnaco, ultimately creating one of the largest global branded lifestyle apparel companies ■ FINANCE, ACCOUNTING, AND FINANCIAL REPORTING: Audit Committee expertise developed through service on the Audit Committee at Citi Trends
				Career Highlights ■ Denny’s: Senior VP, Chief Marketing Officer from 2002 to 2007 ■ El Pollo Loco: Chief Marketing Officer from 1999 to 2002 ■ Other: Prior to 1999, held several management positions at Taco Bell and Pepsi Additional Public Company Boards (within past 5 years) ■ Citi Trends (since 2017)

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	THOMAS A. KINGSBURY
	Chief Executive Officer, Kohl’s Corporation \| Age 70
	Director since 2021 Committees ■ Finance			Retail and Consumer-Facing Experience ■ Over 40 years of senior retail leadership experience at several prominent retailers including Burlington Stores, Inc., Kohl’s, and May Department Stores Additional Select Key Skills and Expertise ■ TRANSFORMATION STRATEGY: As CEO of Burlington, transformed the company following the Great Recession, leading a successful IPO and subsequently overseeing nearly 10x share price appreciation under his tenure ■ E-COMMERCE AND DIGITAL: Previously led our e-commerce as Senior Executive Vice President—Information Services, E-commerce, Marketing, and Business Development at Kohl’s ■ MARKETING: Expertise in marketing honed through roles including as former Senior Executive Vice President of Kohl’s, where he oversaw our marketing function
				Career Highlights ■ Kohl’s: Chief Executive Officer since January 2023; Interim Chief Executive Officer from December 2022 to January 2023; Senior Executive VP—Information Services, E-commerce, Marketing and Business Development from 2006 to 2008 ■ Burlington Stores: President and CEO from 2008 to September 2019; Director from 2008 to February 2020, including Chair from 2014 to September 2019, and Executive Chair from September 2019 to February 2020 ■ The May Department Stores Company: Various management positions from 1976 to 2006, including President and CEO of the Filene’s division from 2000 to 2006 Additional Public Company Boards (within past 5 years) ■ Tractor Supply Company (2017 to February 2023) ■ BJ’s Wholesale Club (February 2020 to February 2023) ■ Big Lots (May 2020 to February 2023) ■ Burlington Stores (2008 to February 2020)

	ROBBIN MITCHELL
	Senior Advisor at The Boston Consulting Group \| Age 58
	Director since 2021 INDEPENDENT Committees ■ Audit ■ Nominating and ESG			Retail and Consumer-Facing Experience ■ Over 20 years of industry experience across retail and e-commerce and across multiple categories through her roles at a number of prominent retailers and on the Fashion & Luxury leadership team at BCG Additional Select Key Skills and Expertise ■ OPERATIONS MANAGEMENT: Has led various aspects of operations at three major apparel companies, including four years as Chief Operating Officer at Club Monaco ■ BRAND MANAGEMENT: Strong multi-brand experience that bridges from luxury to contemporary fashion segments, including 15 years at Ralph Lauren ■ MERGERS AND ACQUISITIONS: Significant M&A experience developed at BCG, advising private equity firms on a number of sellside and buyside transactions in the fashion and luxury space
				Career Highlights ■ Boston Consulting Group (BCG): Senior Advisor since August 2021; Partner and Managing Director on the Fashion & Luxury leadership team 2016 to August 2021 ■ Club Monaco: COO from 2011 to 2015 ■ Ralph Lauren: Held several executive management positions from 2001 to 2011, including Senior VP, Chief of Staff, and Senior VP Global Business Process Integration ■ Tommy Hilfiger and GFT USA: Held various senior executive roles in strategy and operations from 1997 to 2000 Additional Public Company Boards (within past 5 years) ■ Piper Sandler (since September 2021)

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	JONAS PRISING
	Chair and Chief Executive Officer of ManpowerGroup \| Age 58
	Director since 2015 INDEPENDENT Committees ■ Compensation (Chair)			Retail and Consumer-Facing Experience ■ 10 years of international retail and household and commercial appliance product development experience through various roles at Electrolux, including as a divisional head of Global Sales and Marketing Additional Select Key Skills and Expertise ■ HUMAN CAPITAL MANAGEMENT: A recognized expert on the labor market, he leads an organization of 30,000 full-time equivalent employees across more than 2,200 offices, and recruits millions of permanent, temporary, and contract workers on a worldwide basis each year ■ FINANCE, ACCOUNTING, AND FINANCIAL REPORTING: Has direct oversight of finance, accounting, and financial reporting functions as President and CEO of ManpowerGroup ■ MERGERS AND ACQUISITIONS: Has driven more than 20 acquisitions in his career at ManpowerGroup, including, most recently, the acquisition of ettain group
				Career Highlights ■ ManpowerGroup: Chair and CEO since 2015 ■ World Business Council for Sustainable Development: Commissioner and Co-Chair for Business Commission to Tackle Inequality since 2022 ■ Electrolux: Various international positions over ten years, including as a divisional head of Global Sales and Marketing Additional Public Company Boards (within past 5 years) ■ ManpowerGroup (since 2014; Chair since 2015)

	JOHN E. SCHLIFSKE
	Chair and Chief Executive Officer of The Northwestern Mutual Life Insurance Co. \| Age 63
	Director since 2011 INDEPENDENT Committees ■ Finance (Chair) ■ Nominating and ESG			Retail and Consumer-Facing Experience ■ CEO of Northwestern Mutual, which ranks #1 in the industry for market share of individual life insurance; also oversees fast-growing wealth management subsidiary Additional Select Key Skills and Expertise ■ FINANCE, ACCOUNTING, AND FINANCIAL REPORTING: Successfully leads an organization that is subject to complex regulatory capital and financial reporting requirements, and has deep investment management expertise through various leadership roles at Northwestern Mutual ■ HUMAN CAPITAL MANAGEMENT AND CULTURE: Leads a workforce of more than 22,000 employees and financial professionals, and oversees Northwestern Mutual’s ESG program and racial equity task force ■ TECHNOLOGY, E-COMMERCE, AND DIGITAL: Led a team that transformed Northwestern Mutual from a traditional life insurance company to a digital business
				Career Highlights ■ The Northwestern Mutual Life Insurance Company: Chair and CEO, President since 2010; various prior leadership roles Awards and Recognition ■ 2021 CEO of the Year for Diversity and Inclusion, National Diversity Council ■ 2019 Wisconsin Business Leader of the Year, Harvard Business School Club of Wisconsin

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	ADRIANNE SHAPIRA
	Managing Director of Eurazeo Brands I Age 52
	Director since 2016 INDEPENDENT Committees ■ Finance ■ Nominating and ESG			Retail and Consumer-Facing Experience ■ Spent 13 years as a research analyst covering the retail sector, and currently serves as a Managing Director of Eurazeo Brands focused on consumer brands Additional Select Key Skills and Expertise ■ FINANCE, ACCOUNTING, AND FINANCIAL REPORTING: As CFO of David Yurman, developed extensive financial expertise and oversaw accounting, financial planning and analysis, treasury, tax, and loss prevention ■ MERGERS AND ACQUISITIONS: Currently leads Eurazeo Brands’ North America effort investing in consumer brands with global growth potential ■ MARKETING AND BRAND MANAGEMENT: Has directed marketing decisions and spending to enhance brand management results as CFO of David Yurman and in her current role at Eurazeo Brands
				Career Highlights ■ Eurazeo Brands: Managing Director since 2017 ■ David Yurman: CFO from 2012 to 2016 ■ Goldman Sachs: Managing Director in Global Investment Research covering the Broadlines Retail sector and lead equity analyst covering department stores, discounters, luxury, and online from 1999 to 2012 Additional Public Company Boards (within past 5 years) ■ The Hain Celestial Group (2014 to December 2018)

Corporate Governance ~~Guidelines?~~

~~Yes. Our Board has adopted written Corporate Governance Guidelines. To view these guidelines, access our website athttps://corporate.kohls.com/investors/corporate-governance. The Corporate Governance Guidelines can be found under the heading “Governance Documents.” Paper copies will be provided to any shareholder upon written request.~~

~~How does the Board determine which Directors are independent?~~

Matters

Director independence

Our Board of Directors has established independence guidelines that are described in our Corporate Governance Guidelines. ~~The independence guidelines require a finding that~~A Director will be considered independent if the ~~individual~~Board determines the Director satisfies all of the independence standards of the New York Stock Exchange ~~as such standards may be amended from time to time,~~then in effect, and ~~also that~~ the Director has no material relationships with usKohl’s (either directly or as a partner, shareholder, or officer of any entity) ~~which~~that would be inconsistent with a finding of independence.

~~Which~~

The Nominating and ESG Committee is charged with the ongoing review of transactions that could affect a Director’s independence. In February 2023, the Nominating and ESG Committee reviewed a summary of Directors’ responses to a questionnaire asking about their relationships with Kohl’s (and those of their immediate family members) and other potential conflicts of interest, as well as material provided by management related to transactions, relationships, or arrangements between Kohl’s and individual Directors ~~have been designated as independent?~~

or parties related to individual Directors. During the course of this review, the Nominating and ESG Committee broadly considered all relevant facts and circumstances, recognizing

that material relationships can include commercial, banking, consulting, legal, accounting, charitable and familial relationships, among others. Based on this review, the ~~analysis~~Nominating and ESG Committee affirmatively determined, and the full Board of Directors agreed, that all of the Directors, except Thomas A. Kingsbury, our Chief Executive Officer, are independent.

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In the course of its review, the Nominating and ESG Committee considered the relationships described below, ~~on page 23 under~~but they were not deemed to affect the ~~caption “Independence Determinations & Related Person Transactions,” the Board affirmatively determined that ten~~independence of the ~~eleven~~applicable Director or Directors.

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Charitable organizations

Several of our Directors ~~who will continue to~~serve as non-employee directors of non-profit organizations that receive charitable contributions from Kohl’s. All of these

charitable contributions were made in the ordinary course of our charitable contribution programs.

Business partners

Several of our Directors serve on the boards of directors of, or may have an economic interest in, companies with which we do relatively small amounts of ordinary course business from time to time. The Nominating and ESG Committee reviewed all of these instances and determined that, in each case, the

amount of business involved was immaterial to both companies, all such transactions were entered into at arm’s length, and our Directors were not in any way involved in the negotiations or discussions leading up to the business relationships.

Leadership structure

Our Corporate Governance Guidelines provide that the Board will appoint an independent Chair whenever possible. In the absence of an independent Chair, our Corporate Governance Guidelines provide

for an independent Lead Director to be elected annually by the independent Directors. Peter Boneparth has served as the Board’s independent Chair since 2022.

Oversight of risk management

The Board and its Audit Committee oversee the identification, monitoring, and mitigation of enterprise risks through the Company’s robust enterprise risk management (ERM) program. Our ERM program is designed and driven by management

to monitor our ongoing progress in managing the potential impact of key regulatory, operational, financial, and reputational risks across the organization.

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Board refreshment

The Nominating and ESG Committee regularly assesses the size of the Board, whether any vacancies are expected due to retirement or otherwise, and whether the Directors have the experience, qualifications, attributes, and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively. To assist in these considerations, the Board periodically performs a

comprehensive assessment to determine if ~~elected~~the Board has any gaps in necessary skills or areas of expertise.

If a vacancy is anticipated or otherwise arises, or if a skills assessment reveals a particular need on the Board, the Nominating and ESG Committee uses a variety of methods to identify and evaluate appropriate Director candidates. Candidates may

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come to the attention of the Committee through current Directors, members of management, eligible shareholders, or others. From time to time, the Nominating and ESG Committee engages a search firm to assist in identifying potential Board candidates, although no firm was engaged for that purpose in 2021 or 2022.

The Board has added SEVEN NEW DIRECTORS since 2017.

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Members of the Board of Directors and Director nominees must have the following threshold attributes:

■

Unquestionable ethics and integrity;

■

A demonstrated record of success, leadership, and solid business judgment;

■

Intellectual curiosity;

■

Strong reasoning skills;

■

Strong strategic aptitude;

■

Independence, objectivity, and a willingness to challenge the status quo;

■

A demonstrated record of social responsibility;

■

A commitment to enhancing long-term shareholder value;

■

A willingness to represent the interests of all of our shareholders; and

■

A willingness and ability to devote sufficient time to carrying out their duties.

In addition, prospective Directors should contribute to Kohl’s customer-focused and innovative culture. All of the Nominees have these attributes, as well as a balanced mix of skills and experience, as summarized in the matrix that appears on page 11.

Although we do not have a formal diversity policy for Directors, the Board is committed to an inclusive membership, and embraces diversity with respect to background, experience, skills, education, race, age, gender, national origin, and viewpoints. As illustrated in the charts above, the Board has increased its gender diversity by 21% and its ethnic/racial diversity by 173% since 2017.

Our Corporate Governance Guidelines provide that it is the general policy of the Board of Directors that no individual will be eligible to stand for election to the Board after reaching age 72.

The Nominating and ESG Committee evaluates shareholder nominees according to the same criteria as any other nominees. For information on how to nominate a prospective Director, see “How can I nominate a candidate for the Board of Directors?” on page 6.

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Board evaluation

The Nominating and ESG Committee is responsible for coordinating an annual evaluation of the performance of the Board of Directors and each of its standing committees.

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Director orientation and continuing education

New Directors participate in a formal orientation process that includes reviewing materials regarding the Company’s business and operations and meeting with executive officers and other key personnel. In 2021, this formal orientation process was further enhanced with multiple guided tours of Kohl’s stores and an e-commerce fulfillment center (eFC).

The Board believes that each Director should maintain leadership and expertise in the areas that

caused the Board to select that Director for membership; should develop and maintain broad, current knowledge about all of Kohl’s businesses and critical issues affecting Kohl’s; and should develop and maintain broad, current knowledge about corporate directors’ responsibilities generally, including applicable legal principles. To that end, Kohl’s will reimburse a Director’s reasonable expenses incurred in attending one approved education seminar per year.

Limits on board service

Non-management Directors are encouraged to limit the number of other boards on which they serve, taking into account the impact of such other Directorships on attendance at, and the quality of participation in, meetings of the Board of Directors.

Non-management Directors who are CEOs or other Section 16 Officers of publicly-traded

companies may serve on a maximum of one other public company board (e.g., the Director’s own board plus this Company’s board). Non-management Directors who are not CEOs or other Section 16 Officers of publicly-traded companies may serve on a maximum of three other public company boards. The limits on other board memberships are specified in Kohl’s Corporate Governance Guidelines.

Board committees

The Board of Directors has four standing committees: the Audit Committee, the Nominating and ESG Committee, the Compensation Committee and the Finance Committee. All of the Directors who serve on these committees, other than Mr. Kingsbury who

serves on the Finance Committee, meet our independence requirements. The charters of each of the committees are available on our website at
https://corporate.kohls.com/investors/ corporate-governance under the heading “Committee

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Charters,” and paper copies will be provided to any shareholder upon written request. The Board of Directors also has established an Executive Committee, comprised of our independent chair, CEO and each of the Board Committee Chairs. The primary function of the Executive Committee is to

act on behalf of the Board of Directors in the intervals between the Board’s meetings.

The current composition of the committees is shown below.

Kohl’s Independent Committee Membership

Directors

Independent

Audit

Compensation

Nominating & ESG

Finance

Executive

Michael J. Bender

Peter Boneparth [MISSING IMAGE: tm2227948d1-icon_chairpn.jpg]

Yael Cosset

Christine Day

H. Charles Floyd

Margaret L. Jenkins

Thomas A. Kingsbury

Robbin Mitchell

Jonas Prising

John E. Schlifske

Adrianne Shapira

Stephanie A. Streeter

Number of Meetings in Fiscal 2022

Independent Chair of the Board

Committee Chair

Committee Member

Audit Committee
financial expert

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The descriptions below relate to the membership and responsibilities of the Board’s committees as of March 8, 2023.

	AUDIT COMMITTEE
	All members of the Audit Committee are independent Number of meetings in fiscal 2022: 7
	Members ■ Stephanie A. Streeter (Chair) ■ Michael J. Bender ■ Yael Cosset ■ Christine Day ■ Margaret L. Jenkins ■ Robbin Mitchell Report ■ The Report of the Audit Committee is on page 87			Key Responsibilities The Audit Committee assists the Board of Directors in its oversight of our financial accounting and reporting practices. The specific duties of the Audit Committee include: ■ monitoring the integrity of our financial process and systems of internal controls regarding finance, accounting, and legal compliance; ■ selecting our independent registered public accounting firm; ■ monitoring the independence and performance of our independent registered public accounting firm and internal auditing functions; ■ providing oversight and guidance to management with respect to management’s enterprise risk assessment and risk mitigation processes, including with respect to information security risk management; and ■ providing an avenue of communication among the independent registered public accounting firm, management, the internal auditing functions, and the Board of Directors. The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and has direct access to the independent registered public accounting firm as well as any of our employees. The Audit Committee can retain, at Kohl’s expense, special legal, accounting, or other consultants or experts as it deems necessary. The Board has determined that each member of the Audit Committee is “financially literate,” as that term is defined under New York Stock Exchange rules, is qualified to review and assess financial statements, and satisfies the enhanced independence requirements for audit committee members. The Board has also determined that more than one member of the Audit Committee qualifies as an “audit committee financial expert,” as defined by the Securities and Exchange Commission (the “SEC”), and, as of January 28, 2023, had specifically designated Stephanie Streeter, Chair of the Audit Committee, as an audit committee financial expert.

	NOMINATING AND ESG COMMITTEE
	All members of the Nominating & ESG Committee are independent Number of meetings in fiscal 2022: 4
	Members ■ Michael J. Bender (Chair) ■ Peter Boneparth ■ Robbin Mitchell ■ John E. Schlifske ■ Adrianne Shapira			Key Responsibilities The duties of the Nominating and ESG Committee are to: ■ select candidates for election and re-election to the Board and its committees; ■ provide oversight of the Company’s ESG policies and initiatives; ■ develop, recommend and thereafter periodically review the Corporate Governance Guidelines and principles applicable to the Company; and ■ coordinate an annual evaluation of the performance of the Board and each of its standing committees.

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	COMPENSATION COMMITTEE
	All members of the Compensation Committee are independent Number of meetings in fiscal 2022: 5
	Members ■ Jonas Prising (Chair) ■ Peter Boneparth ■ Christine Day ■ H. Charles Floyd ■ Stephanie A. Streeter Report ■ The Compensation Committee Report is on page 43			Key Responsibilities The Compensation Committee discharges the Board’s responsibilities related to compensation of our Directors and executive officers, as well as those with respect to our general employee compensation and benefit policies and practices to ensure they meet corporate objectives. In particular, the Compensation Committee has overall responsibility for: ■ evaluating and approving our executive officer benefits, incentive compensation, equity-based or other compensation plans, policies, and programs; ■ approving goals for incentive plans and evaluating performance against these goals; and ■ regularly and actively reviewing and evaluating our executive management succession plans and making recommendations to the Board with respect to succession planning issues. ■ The Compensation Committee has the ability to retain, at Kohl’s expense, special legal, accounting, or other consultants or experts as it deems necessary. Information regarding the Compensation Committee’s processes and procedures for determining executive officer and Director compensation is included in the Compensation Discussion & Analysis section of this proxy statement. Compensation Committee Interlocks and Insider Participation None of the members of the Compensation Committee is or has been one of our officers or employees or had any relationship requiring disclosure under Item 404 of Regulation S-K. None of our executive officers has served on the compensation committee or board of directors of any company of which any of our Directors is an executive officer.

	FINANCE COMMITTEE
	All members of the Finance Committee, other than Mr. Kingsbury,are independentNumber of meetings in fiscal 2022: 14
	Members ■ John E. Schlifske (Chair) ■ Peter Boneparth ■ Thomas A. Kingsbury ■ Adrianne Shapira			Key Responsibilities The Finance Committee assists the Board in its oversight of the Company’s financial condition, existing debt and financing activities and capital allocation decisions made by the Company. The specific duties include: ■ review and make recommendations to the Board with regard to the Company’s annual operating and long-term business/financial plans prepared by management; ■ periodically review the Company’s uses of cash, including capital expenditures, stock and bond repurchases, and dividend payments and, if appropriate, make recommendations to the Board with respect thereto; ■ periodically review the Company’s cash requirements and sources of cash, including debt or equity issuances, revolving credit facilities, or other debt instruments or facilities, and, if appropriate, make recommendations to the Board with respect thereto; and ■ periodically review the Company’s balance sheet health, debt ratings, leverage ratios and other measures of indebtedness, and ability to navigate economic cycles and, if appropriate, make recommendations to the Board with respect thereto.

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	EXECUTIVE COMMITTEE
	All members of the Executive Committee, other than Mr. Kingsbury, are independent Number of meetings in fiscal 2022: 2
	Members ■ Peter Boneparth (Chair) ■ Michael J. Bender ■ Thomas A. Kingsbury ■ Jonas Prising ■ John E. Schlifske ■ Stephanie A. Streeter			Key Responsibilities The Executive Committee is authorized to act on behalf of the Board of Directors in the intervals between the Board’s meetings, if necessary. However, the Executive Committee may not take any actions that: (a) are prohibited by applicable law or our Articles of Incorporation or Bylaws, or (b) are required by law or by rule of the New York Stock Exchange to be performed by a committee of independent Directors, unless the composition of the Executive Committee at the time complies with such law or rule.

Meetings and attendance

The full Board of Directors formally met nineteen times during fiscal 2022, and otherwise accomplished its business through the work of the Board’s committees. Each incumbent Director standing for election at the 2023 Annual Meeting of Shareholders are independent: Peter Boneparth, Steven A. Burd, H. Charles Floyd, Jonas Prising, John E. Schlifske, Adrianne Shapira, Frank V. Sica, Stephanie A. Streeter, Nina G. Vaca and Stephen E. Watson. Michelle Gass will not be an independent Director because of her employment as our Chief Executive Officer effective asattended at least 75% of the ~~close~~meetings of the ~~2018 Annual Meeting~~Board and committees on which such Director served that

were held in fiscal 2022. The non-management Directors meet in regularly scheduled executive sessions without any members of ~~Shareholders. In addition, Kevin Mansell, who served as a Director during fiscal 2017 and will serve as a Director through~~management present. Mr. Boneparth, the ~~close~~independent Chair of our Board of Directors, presided over the ~~2018 Annual Meeting~~meetings of ~~Shareholders, is not an independent Director because of his employment as our Chairman, Chief Executive Officer and President.~~

~~Does~~non-management Directors.

Governing documents

Our Board has adopted written Corporate Governance Guidelines to embody the principles by which the Board of Directors ~~Have~~operates. Among other things, the Corporate Governance Guidelines outline the Board’s primary responsibilities, our independence standards, and policies regarding Board membership and the conduct of meetings.

In addition, the Board has adopted a ~~Process~~Code of Ethics that describes the ethical and legal responsibilities of all of our employees and, to the extent applicable, members of our Board of Directors. The Code of Ethics satisfies the requirements of the Sarbanes-Oxley Act of 2002 pertaining to codes of ethics for ~~Reviewing~~chief executive officers and ~~Approving~~ senior financial and accounting officers. We provide training with respect to the Code of Ethics for all of our employees, and all employees agree in writing to comply with the

Code of Ethics at the time they are hired and periodically thereafter. Our employees are encouraged to report suspected violations of the Code of Ethics through various means, including through the use of an anonymous toll-free hotline. We intend to disclose any amendment to, or waiver of, a provision of our Code of Ethics that applies to our principal executive officer, principal financial officer, or our Directors by posting such information on the Corporate Governance section of our website shown below.

You may obtain our Corporate Governance Guidelines, our Code of Ethics, and the charters for each of the standing committees of our Board of Directors on our website at https://corporate. kohls.com/investors/ corporate-governance, or by contacting our Investor Relations staff:

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Corporate Governance and Board Matters

				investor.relations@kohls.com
				Kohl’s Corporation N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin 53051 Attention: Investor Relations

Communication with the Board

You may contact any member of the Board of Directors, including the independent Chair, as follows:

				Kohl’s Board of Directors N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin 53051 Attention: Board of Directors or Chair
				directors@kohls.com

All such communications are treated confidentially. Questions or concerns related to financial reporting, internal accounting, or auditing matters may be sent (anonymously if you wish) to:

governance@kohls.com

Correspondence related to accounting, internal controls, or auditing matters is immediately brought to the attention of our Internal Audit Department and, if appropriate, to the Audit Committee of the Board of Directors. The Audit Committee receives a quarterly summary of all communications received through any of the above-referenced channels.

Related ~~Party Transactions?~~

~~Yes.~~ party transactions

The Board of Directors recognizes that related party transactions can present a heightened risk of conflicts of interest. Accordingly, as a general matter, and consistent with our ~~written code~~Code of ~~ethics,~~Ethics, our

Directors, senior officers, and their respective immediate family members are required to avoid any activity, interest, or relationship that would create, or might appear to ~~others to~~ create, a conflict with the interests of Kohl’s.

The ~~Governance &~~independent Nominating and ESG Committee ~~which is comprised solely of independent Directors,~~ reviews all related party transactions and relationships involving a Director or any ~~senior~~executive officer. To help identify related-party transactions and relationships, each Director and ~~senior~~executive officer completes an annual questionnaire that requires the disclosure of any transaction or relationship that the person, or any member of his or her immediate family, has or will have with Kohl’s. ~~Kohl’s~~In addition, our Legal Department facilitates a review of our

financial records to determine if a Director or executive officer, or a company with which a Director or executive officer is affiliated, received any payments from Kohl’s or made any payments to Kohl’s that could have arisen as a result of a related party transaction during the fiscal year. On an annual basis, or as circumstances may otherwise warrant, the ~~Governance &~~ Nominating and ESG Committee reviews and approves, ratifies, or rejects any identified transaction or relationship with a related ~~party that is identified.~~party. In ~~approving, ratifying or rejecting a related party transaction or relationship,~~its review, the ~~Governance &~~ Nominating and ESG Committee considers such information as it deems important to determine whether ~~the~~a transaction is on reasonable and competitive terms and is fair to Kohl’s. ~~Transactions~~

We disclose transactions and relationships that are determined to be directly or indirectly material to Kohl’s or a related person ~~are disclosed~~ in ~~Kohl’s~~our proxy statement.

~~The Board of Directors’ processes~~ There were no such transactions or relationships in fiscal 2022.

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Environmental, Social, and Governance Stewardship at Kohl’s

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As a purpose-led company, our values guide how we work with partners, how we approach philanthropy, how we respect ~~to review~~the environment, and ~~approval or ratification of related party transactions are in writing and have been incorporated into~~how we touch the ~~Charter of the Governance & Nominating Committee of the Board of Directors.~~

~~What are the standing committees of the Board?~~

~~Our Board of Directors has three standing committees: the Audit Committee, the Governance & Nominating Committee and the Compensation Committee.~~

~~Who are the members of the standing committees?~~

~~As of February 3, 2018, the members~~lives of our ~~Board~~customers, associates and communities. These efforts extend to the Environmental, Social, and Governance (ESG) areas of ~~Directors’ standing committees were:~~


~~Committee~~	~~Members~~	~~Chairperson~~

~~Audit Committee~~	~~John Schlifske~~ ~~Adrianne Shapira~~ ~~Stephanie A. Streeter~~ ~~Nina G. Vaca~~ ~~Stephen E. Watson~~	~~Stephanie A. Streeter~~

~~Governance & Nominating Committee~~	~~Peter Boneparth~~ ~~Steven A. Burd~~ ~~H. Charles Floyd~~ ~~Jonas Prising~~ ~~John E. Schlifske~~ ~~Adrianne Shapira~~ ~~Frank V. Sica~~ ~~Stephanie A. Streeter~~ ~~Nina G. Vaca~~ ~~Stephen E. Watson~~	~~Peter Boneparth~~

~~Compensation Committee~~	~~Peter Boneparth~~ ~~Steven A. Burd~~ ~~Jonas Prising~~ ~~Frank V. Sica~~	~~Frank V. Sica~~

our business, and ESG stewardship is a key component of our strategy.

~~Are~~

Our Governance Guidelines, Code of Ethics, and all of the ~~members~~policies discussed below are available on our website, corporate.kohls.com, under “Investors—ESG Overview.” We also encourage you to review our annual ESG report, which provides more detail and information on our ESG efforts. The ESG report is also linked in that same section of the ~~standing committees independent?~~

~~Yes. All members of~~website and updated each ~~of the standing committees have been deemed independent by the Board of Directors.~~

~~Do all of the standing committees operate under a written charter?~~

~~Yes. The charters of each of the standing committees are available for viewing by accessing our website athttps://corporate.kohls.com/investors/corporate-governance. The charters can be found under the heading “Committee Charters.” Paper copies will be provided to any shareholder upon written request.~~

~~What are the functions of the standing committees?~~

~~Audit Committee~~

Itspring.

Values, Ethics, Human Rights, and Governance

OUR VALUES

WE PUT CUSTOMERS
FIRST.

WE ACT WITH
INTEGRITY.

WE BUILD GREAT TEAMS.

WE DRIVE
RESULTS.

We see customers as a constant source of inspiration and guidance. We take a “yes we can” approach to everything we do and are passionate about supporting the communities and causes our customers and associates care about.

We earn trust by living up to our commitments. We treat others with respect and fairness, and we make decisions that support the organization’s reputation.

We actively promote the empowerment, engagement and continuous development of all associates. We communicate openly and embrace diverse perspectives. We support a culture of recognition and celebrate greatness across all teams.

We work with a sense of urgency and accountability. We seek out information to make smart decisions and we offer up new ideas and solutions beyond the status quo.

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Environmental, Social, and Governance Stewardship at Kohl’s

Responsible corporate citizenship is ~~the responsibility of the Audit Committee to assist the Board of Directors in its oversight~~an important part of our ~~financial accounting~~values, and ~~reporting~~we are committed to incorporating socially responsible principles into our daily business activities. Kohl’s ESG efforts derive

from our strong values and commitment to act with integrity. This is reflected in our Code of Ethics, Global Human Rights Policy, and governance practices. ~~The specific duties~~

		GOVERNANCE				Our governance practices form the foundation for how we manage risk, ensure accountability and provide transparency to our stakeholders. The Nominating and ESG Committee of Kohl’s Board of Directors actively oversees our ESG initiatives to understand both risks and growth opportunities, as well as progress made against the company’s goals. To that end, the Nominating and ESG Committee receives regular updates on ESG topics from management and provides reports to the full Board of Directors. In this way, Kohl’s Board of Directors plays a vital role in shaping and supporting our long-term ESG strategies while addressing the Board’s oversight responsibilities related to the management and performance of ESG issues, all of which is essential to sustain the long-term interest of all stakeholders. To learn more about our practices and review our governance documents, please visit our investor relations website.
		ETHICS				We are committed to the highest standards of integrity and maintain a Code of Ethics to guide ethical decision-making for associates. As a company of integrity, we expect our associates to be honest and accountable. We require associates to take annual ethics training, which is refreshed each year to cover relevant topics. The training helps connect ethics to each associate’s day-to-day job responsibilities and promotes honesty, integrity and fairness. We encourage our associates, customers, business partners and stakeholders to raise concerns through Kohl’s Integrity Hotline. Anonymous reporting is available and we prohibit retaliation against any party for raising concerns in good faith. Additionally, we have established a Business Partner Code of Conduct to assist our third-party contractors in identifying ethical issues that may arise. We expect our business partners to conduct business in a lawful, ethical manner and to report any concerns or potential violations.
		GLOBAL HUMAN RIGHTS POLICY				Kohl’s is committed to embedding respect for human rights throughout our entire business, including our associates, those in our supply chain and the communities in which we operate. Our Human Rights Policy applies to our workforce, our suppliers, our partners and our customers. We continuously evaluate our operations and value chain to identify, assess and address salient human rights risks; engage key stakeholders; and prioritize key areas where we have the greatest opportunity to have a positive impact on people and communities

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OUR MISSION

To empower more families
through diversity, equity
and inclusion

Diversity, Equity & Inclusion

Kohl’s believes that living a fulfilled life is different for each and every one of us and that understanding and embracing these differences is fundamental. For Kohl’s associates, customers, and our local communities, it’s not just the ~~Audit Committee include:~~

right thing to do; it is

~~monitoring the integrity of our financial process~~

critical to creating an inclusive workplace and ~~systems of internal controls regarding finance, accounting and legal compliance;~~

~~selecting our independent registered public accounting firm;~~

~~monitoring the independence and performance of our independent registered public accounting firm and internal auditing functions;~~

~~providing oversight and guidance to management with respect to management’s enterprise risk assessment and risk mitigation processes; and~~

~~providing an avenue of communication among the independent registered public accounting firm, management, the internal auditing functions and the Board of Directors.~~

~~The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent registered public accounting firm~~brand experiences, as well as ~~any~~to driving growth for the organization.

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Environmental, Social, and Governance Stewardship at Kohl’s

We are committed to our Diversity, Equity & Inclusion (DE&I) strategy focused on Our People, Our Customers and Our Community, and our mission to empower more families through equity and D&I. This strategy accelerates how we are embedding DE&I throughout our business, by being intentional about

our programs and practices, and holding ourselves accountable with measurable goals and results.

We’ve made great progress in each of our ~~employees. The Audit Committee has the ability~~pillars—supporting Our People, Our Customers, and Our Community.

OUR PEOPLE

OUR CUSTOMERS

OUR COMMUNITY

To support our goals serving Our People, we are leveraging new recruitment tools and expanding our search efforts to bring more diverse candidates to Kohl’s and we have invested in leadership assessment, internal programs and external courses and peer networks designed to meet the personal and professional needs of diverse talent across the organization.

For Our Customers, we created a Diversity Design Council to drive authenticity in the design, art and curation of our product. We also launched nearly a dozen diverse-owned brands.

For Our Community, we have committed millions of dollars to support non-profit organizations that support diverse communities, including several partnerships with organizations in our hometown of Milwaukee. And, we’ve pledged to triple our spending among diverse suppliers by 2025.

We will continue to ~~retain, at~~share examples like this and progress against our ~~expense, special legal, accounting, or other consultants or experts it deems necessary~~DE&I goals in our 2022 ESG report, which will be published in May 2023.

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Environmental, Social, and Governance Stewardship at Kohl’s

Environmental Sustainability

Kohl’s believes that incorporating sustainable solutions in the ~~performance of its duties. The Board has determined that each member of~~way we do business will help build better futures for families. With such a large retail footprint, we are in a unique position to make a positive impact on the Audit Committee is “financially literate,” as that term is defined under New York Stock Exchange rules, and qualified to review and assess financial statements. The Board has also determined that more than one member of the Audit Committee qualifies as an “audit committee financial expert,” as defined by the Commission, and, as of February 3, 2018, had specifically designated Stephanie Streeter, Chairman of the Audit Committee, as an audit committee financial expert. Each member of the Audit Committee is also “independent” as that term is defined under the rules of both the Commission and the New York Stock Exchange.

~~Governance & Nominating Committee~~

The duties of the Governance & Nominating Committee are to provide assistance to the Board of Directors in the selection of candidates for election and re-election to the Board and its committees; advise the Board on corporate governance matters and practices, including developing, recommending, and thereafter periodically reviewing the Corporate Governance Guidelines and principles applicable to us; and coordinate an annual evaluation of the performance of the Board and each of its standing committees.

~~Compensation Committee~~

The duties of the Compensation Committee are to discharge the Board’s responsibilities related to compensation of our Directors and officers, as well as those with respect to our general employee compensation

planet. We have set ambitious

~~and benefit policies and practices~~

goals to ensure that ~~they meet corporate objectives. The Compensation Committee has overall responsibility for evaluating~~impact is positive. Our sustainability strategy is guided by the objectives of the United Nations Sustainable Development Goals.

Public goals and ~~approving~~progress

In 2019, we set sustainability goals, including quantitative targets focused on three key areas: climate action, waste and recycling, and sustainable

sourcing. We are committed to monitoring and reporting performance and progress against these goals.

CLIMATE ACTION

WASTE AND RECYCLING

SUSTAINABLE SOURCING

Our climate action goals are focused on reducing our greenhouse emissions and increasing our renewable energy use.

■

We have committed to reduce combined scope 1 and 2 greenhouse gas emissions in Kohl’s-owned operations by 50% versus the 2014 baseline by 2025 and are on track with that goal.

■

Kohl’s is supporting the transition to a low-carbon transportation system by building off the company’s existing locations that offer electrical vehicle charging and expanding to 170+ locations.

■

We are also expanding renewable energy platforms by building off of Kohl’s 165 solar and wind locations.

Our waste and recycling goals are focused on managing all wastes, reducing waste generation and promoting relevant recycling information to customers.

■

We committed to divert 85% of Kohl’s U.S. operational waste from landfills, which we’ve done as of calendar year 2021.

Our sustainable sourcing goals are focused on the efficient use of natural resources and environmentally sound management of chemicals within Kohl’s-owned branded products. We’ve stated goals for sourcing materials by 2025 and are making progress to reach those goals.

→

For more details on our environmental sustainability efforts, our stated goals and our progress, please see our annual ESG Report. The 2022 ESG Report will also include SASB and TCFD reporting.

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Environmental, Social, and Governance Stewardship at Kohl’s

Social Supply Chain Management

At Kohl’s, the vendors we choose must live up to the standards defined in our ~~executive officer benefits, incentive compensation, equity based or other compensation plans,~~social compliance process to ensure we have and maintain responsible sourcing. Vendors must share our convictions,

abide by our policies, and ~~programs.~~ operate according to our universally-applied standards regarding ethics and fairness.

Terms of engagement

We are committed to respecting human rights across our activities and operations. We require all of our merchandising vendors to adhere to our Terms of Engagement, which reflect our high standards and seek to protect the human rights of workers who manufacture the products we sell. Our Terms of Engagement align with internationally recognized human rights principles developed by the United Nations, Core Conventions of the International Labour Organization (ILO) and other respected international organizations. They outline our requirements and expectations of social compliance regarding:

■

wages and benefits,

■

working hours,

■

prohibited use of child or forced labor,

■

discrimination,

■

disciplinary practices,

■

women’s rights,

■

legally-protected rights of workers to free association,

■

health and safety issues,

■

environmental requirements, and more.

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Zero-tolerance policy

Our compliance philosophy focuses on continuous improvement. However, certain violations of our Terms of Engagement will result in immediate termination of our business relationship with a vendor or facility. We will not tolerate merchandise produced under the following conditions:

■

forced labor, child labor, prison labor, bonded labor, slavery, or human trafficking,

■

physical or sexual abuse,

■

nonpayment of wages,

■

unauthorized subcontracting,

■

unethical or corrupt business practices, including without limitation, attempted bribery of social compliance, Customs Trade Partnership Against Terrorism (CTPAT), environmental or quality assurance auditors, government officials, and/or

■

transshipment or altering/tampering with country-of origin markings.

Our zero-tolerance policy for certain violations of our Terms of Engagement is communicated to vendor partners to ensure they understand these critical issues and our commitment to eliminating human rights risks and ensuring responsible sourcing in our supply chain.

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Director Compensation

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Our non-employee Directors receive a mix of cash and equity compensation for their service on our Board, as shown below.

Cash and Equity Director Compensation ($)
Compensation Element	Prior to May 2022		Effective May 2022
Annual cash retainer(1)		125,000		125,000
Annual equity award, grant date fair value(2)		125,000		145,000
Additional annual equity award, grant date fair value(2), for:
■ Chair of the Board		200,000		200,000
■ Committee Chairs:
▪ Audit		25,000		30,000
▪ Compensation		20,000		25,000
▪ Nominating and ESG		10,000		20,000
▪ Finance		—		15,000

(1)

Cash, paid quarterly in arrears.

(2)

Calculated in accordance with FASB ASC Topic 718 based on the closing price of Kohl’s common stock on the grant date. Restricted shares granted immediately after the annual meeting.

The ~~Compensation Committee also approves goals for incentive plans and evaluates performance against these goals. Furthermore,~~restricted shares granted to non-employee Directors vest on the ~~Compensation Committee regularly and actively reviews and evaluates our executive management succession plans and makes recommendations to~~earlier of the ~~Board with respect to succession planning issues. The Compensation Committee has~~date of the ~~ability to retain, at our expense, special legal, accounting, or other consultants or experts it deems necessary~~annual shareholders’ meeting in the ~~performance~~following year or the first anniversary of ~~its duties. Further information regarding~~ the ~~Compensation Committee’s processes and procedures for~~date of grant. Before the ~~consideration~~shares vest, recipients have the right to vote the shares, to receive all regular dividends paid or distributed in respect of ~~executive and Director compensation is included~~the shares in the ~~Compensation Discussion & Analysis section~~form of ~~this proxy statement.~~

~~How many times did each standing committee meet in fiscal 2017?~~

During fiscal 2017, the Audit Committee formally met eight times. The Compensation Committee formally met six times. The Governance & Nominating Committee formally met three times. Each of the committees otherwise accomplished their business without formal meetings.

~~Are there currently any other committees of the Board of Directors?~~

The Board of Directors has also established an Executive Committee, the primary function of which is to act on behalf of the Board of Directors in the intervals between the Board’s meetings. The Executive Committee may not, however, take any actions that: (a) are prohibited by applicable law or our Articles of Incorporation or Bylaws, or (b) are required by law or by rule of the New York Stock Exchange to be performed by a committee of independent Directors, unless the composition of the Executive Committee compliesadditional restricted shares purchased with such ~~law or rule. As of February 3, 2018, the members of the Executive Committee were: Steven A. Burd, Kevin Mansell, Frank V. Sica~~dividends, if any, and ~~Stephen E. Watson.~~

~~What is the leadership structure of Kohl’s Board of Directors and why has this structure been chosen?~~

~~Recognizing shareholder sentiment~~to exercise all other rights as ~~expressed in~~ a vote on a shareholder proposal brought before our 2013 Annual Meeting of Shareholders, the Board will appoint an independent Chairman whenever possible. Based on the recommendations within previous shareholder proposals and many subsequent discussions with our largest shareholders representing a significant percentage

holder of outstanding shares the foregoing shall apply with respect to the appointment of any new Chairman, but shall not apply: (i) until such time as Mr. Mansell retires or otherwise ceases to serve as Chairman of the Board; (ii) if no independent director is available and willing to serve as Chairman; (iii) if such an appointment would violate any pre-existing contractual obligation of Kohl’s; or (iv) to the extent the then-current members of the Board determine that such an appointment would not be consistent with the Board’s fiduciary obligations to our shareholders. Consistent with these provisions, as previously announced, the Board intends to appoint an independent Chairman upon Mr. Mansell’s retirement effective as of the conclusion of the 2018 Annual Meeting of Shareholders. If any future independent Chairman ceases to be independent, the Governance & Nominating Committee will convene to review and make a recommendation in accordance with these guidelines for the full Board’s consideration. In accordance with its fiduciary duties, the Board will periodically make a determination as to the appropriateness of its policies in connection with the recruitment and succession of the Chairman and Chief Executive Officer.

To further strengthen the Board’s governance structure, in the absence of an independent Chairman, our Corporate Governance Guidelines provide for an independent Lead Director to be elected annually by the independent Directors. The role of our ~~Lead Director closely parallels the role of an independent chairman. Specifically, our independent Lead Director:~~

~~presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management Directors;~~

~~serves as liaison between the Chairman and the independent Directors;~~

~~approves information sent to the Board;~~

~~approves meeting agendas for the Board;~~

~~approves meeting schedules to assure that there is sufficient time for discussion of all agenda items;~~

~~has the authority to call meetings of the independent Directors; and~~

~~is available for consultation and direct communication with major shareholders upon request.~~

We believe that the existence of an independent Chairman or an independent Lead Director with the scope of responsibilities outlined above supports strong corporate governance principles and allows the Board to effectively fulfill its fiduciary responsibilities to our shareholders.

Moreover, we have adopted strong and effective corporate governance policies and procedures to promote effective and independent corporate governance. Among these policies and procedures are the following:

~~The Board is composed of a majority of independent Directors, as determined under the standards of the New York Stock Exchange;~~

~~The Board’s Audit Committee, Compensation Committee and Governance & Nominating Committee are composed solely of independent Directors;~~

~~Non-management Directors meet privately in executive sessions in conjunction with each regular Board meeting;~~

~~Independent Directors communicate regularly regarding appropriate Board agenda topics and other Board-related matters; and~~

~~All Board members have complete access to management and outside advisors.~~

~~How Does Kohl’s Manage Risk and What is the Board’s Role in the Risk Management Processes?~~

We have developed a robust enterprise risk management program that is driven by management and overseen by the Board’s Audit Committee, with progress reports given periodically to the full Board. Our enterprise risk management program was designed to monitor Kohl’s ongoing progress in managing the potential impact of key regulatory, operational, financial and reputational risks across the organization. Management has compiled a comprehensive list of enterprise risks. These risks have been prioritized based upon the potential financial and reputational damage posed by each risk. A member of senior management has been assigned as the “owner” of each risk based upon who is most likely to be able to impact the effects of that particular risk. Each risk owner has been required to develop action plans to reduce, mitigate or eliminate the risk, identify barriers to risk reduction efforts, and establish key metrics to objectively measure the impacts of risk management efforts. A risk management committee has been formed among key senior managers from across our company to actively review each risk owner’s progress toward reduction, mitigation or elimination of each particular risk. The risk management committee meets regularly to review the status of risk management efforts directed toward each identified risk element. Our principal officers are periodically updated on the status of all risk management efforts, and are regularly consulted for additional direction.

Pursuant to its charter, the Board’s Audit Committee actively oversees and monitors our enterprise risk management program. On an annual basis, the full Board receives a comprehensive update on our current risk profile and our activities related to the enterprise risk management program. Between these annual reports, the Audit Committee receives regular updates from members of senior management on various elements of material risk. Some of these reports are scheduled because of their particular significance, and others may be scheduled at the request of any Audit Committee member for any reason. These reports are given by the appropriate risk owner within the organization to enable the Audit Committee members to understand our risk identification, risk

management and risk mitigation strategies, and to provide regular feedback and general direction to management. Following each of these updates, the Audit Committee Chairman reports on the discussion to the full Board during the committee reports portion of the next full Board meeting. This enables all members of the Board to understand our overall risk profile and efforts being made to reduce, mitigate or eliminate each element of risk.

~~How does the Board identify and evaluate nominees for Director?~~

The Governance & Nominating Committee regularly assesses the appropriate size of the Board, whether any vacancies on the Board are expected due to retirement or otherwise, and whether the Board is comprised of individuals with the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively. To assist in these considerations, the Board periodically performs a comprehensive skills assessment to determine which particular skills or areas of expertise would most help the Board of Directors carry out its significant responsibilities. In the event that vacancies are anticipated or otherwise arise, the Governance & Nominating Committee utilizes a variety of methods for identifying and evaluating Director candidates that would best satisfy areas of opportunity identified during the course of the skills assessment. Candidates may come to the attention of the Committee through current Directors, members of management, eligible shareholders or other persons. From time to time, the Governance & Nominating Committee may also engage a search firm to assist in identifying potential Board candidates, although such a firm was not engaged to identify any of the nominees for Director proposed for election at the 2018 Annual Meeting of Shareholders. Once the Committee has identified a prospective nominee, the Committee carefully evaluates the nominee’s potential contributions in providing advice and guidance to the Board and management.

~~What are the minimum required qualifications for Directors?~~

~~Members of the Board of Directors and Director nominees must share with the other Directors the following attributes:~~

~~Unquestionable ethics and integrity;~~

~~A demonstrated record of success, leadership and solid business judgment;~~

~~Intellectual curiosity;~~

~~Strong reasoning skills;~~

~~Strong strategic aptitude;~~

~~Independence and objectivity — willingness to challenge the status quo;~~

~~A demonstrated record of social responsibility;~~

~~A commitment to enhancing long-term shareholder value;~~

~~A willingness to represent the interests of all of our shareholders;~~

~~A willingness and ability to spend sufficient time to carry out their duties; and~~

~~A good cultural fit with Kohl’s and the Board.~~

~~Does Kohl’s have a mandatory retirement age for Directors?~~

As disclosed in our Corporate Governance Guidelines, it is the general policy of the Board of Directors that no individual who would be age 72 or older at the time of his or her election will be eligible to stand for election to the Board. The Board may, at its discretion, waive this age limitation. As previously disclosed, while Mr. Watson will be 73 at the time of Kohl’s 2018 Annual Meeting of Shareholders, the Board previously determined that, subject to the normal nomination processes, Mr. Watson would be eligible to stand for election notwithstanding this age limitation.

~~Does Kohl’s have a formal diversity policy for Directors?~~

~~The Board is committed to an inclusive membership, embracing diversity with respect to background, experience, skills, education, race, age, gender, national origin and viewpoints.~~

~~How does the Board evaluate Director candidates recommended by shareholders?~~

The Governance & Nominating Committee evaluates shareholder nominees in the same manner as any other nominee. Pursuant to procedures set forth in our Bylaws, our Governance & Nominating 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 2019 Annual Meeting of Shareholders, the notice must be received by us by January 16, 2019. To be in proper form, the notice must, among other things, include each nominee’s written consent to serve as a Director if elected, a description of all arrangements or understandings between the nominating shareholder and each nominee and information about the nominating shareholder and each nominee. 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, a copy of which was filed with the Securities and Exchange Commission and will be provided to you upon written request.

In addition, Kohl’s Bylaws generally permit an eligible shareholder, or a group of up to 20 shareholders, that has continuously owned at least 3% of Kohl’s outstanding shares of common stock for three years to 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 the Kohl’s Board, subject to the terms and conditions specified in the Bylaws. Pursuant to our Bylaws, to be timely for inclusion in the proxy materials for our 2019 Annual Meeting of Shareholders, notice must be received by our corporate Secretary between October 24, 2018 and November 23, 2018. The requirements for such proxy access are detailed in our Bylaws, a copy of which was filed with the Securities and Exchange Commission and will be provided to you upon written request.

~~How are Directors compensated?~~

Pursuant to our Non-Employee Director Compensation Program, Directors who are not our employees or employees of our subsidiaries receive an annual retainer fee of $100,000. The independent Lead Director receives an additional retainer fee of $40,000. Chairpersons of the Compensation Committee and the Audit Committee receive an additional $20,000 retainer fee, and the Chairperson of the Governance & Nominating Committee receives an additional $15,000 retainer fee. Non-employee Directors also receive retainer fees for membership on the Compensation, Audit, Governance & Nominating and Executive Committees. Committee member retainers are $5,000 for Governance & Nominating Committee members, $10,000 for Compensation Committee members and $15,000 for Audit Committee and Executive Committee members.stock. Directors receive no additional compensation for participation in Board ~~of Directors’~~ or committee meetings. Directors are, however, reimbursed for travel and other expenses related to attendance at these meetings, as well as travel and other expenses related to attendance at educational seminars approved in advance by the ~~Governance &~~ Nominating and ESG Committee.

~~Equity awards are granted~~

Stock Ownership Requirements for Directors

We believe that stock ownership is important to align the interests of our Directors with those of our shareholders. Each non-employee Director is expected to own Kohl’s stock with a value equal to approximately five times the amount of the Directors’ annual base cash retainer. For purposes of this calculation, we include shares of unvested restricted stock, but not any vested options.

Directors ~~from time to time pursuant to our 2010 and 2017 Long Term Compensation Plans. These grants are typically made following a Director’s~~must attain this ownership level by the fifth anniversary of their initial ~~election~~appointment to the Board, and ~~each time~~may not sell any Kohl’s stock until they meet the ~~Director is re-elected by~~stock ownership requirement. All Directors standing for re-election who have served on the ~~shareholders to serve a new term. The annual awards, which are comprised of restricted shares, typically have a “grant date fair value” of approximately $110,000, calculated~~Board for more than five years were in ~~accordance~~compliance with ~~FASB ASC Topic 718. Accordingly, each~~this requirement as of the ~~non-employee Directors that were re-elected to the Board at the 2017 Annual Meeting~~end of Shareholders received a grant of 2,729 restricted shares. The restricted shares vest on the first anniversary of the date of grant. Prior to the vesting of the restricted shares, the recipients have the right to vote the shares, to receive and retain all regular dividends paid or distributed in respect of the shares (paid in “dividend units” that vest with the underlying shares), assuming full reinvestment of all such dividends, and have all other rights as a holder of outstanding shares of our stock.

fiscal 2022.

Kohl’s Corporation| 2023 Proxy Statement

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Director Compensation

Director ~~Compensation Table~~

compensation table

The following table provides each element of compensation paid or granted to each non-employee Director for services rendered during fiscal ~~2017.~~2022. Retainer fees are paid on a quarterly basis in arrears, so some of the retainer fees in this table may have been paid in the first quarter of fiscal ~~2018~~2023 for services rendered in fiscal ~~2017.~~

Fees
Earned or
Paid in
Cash
$

Stock
Awards
$⁽¹⁾

Total
$

Peter Boneparth
$ 130,000 $ 110,033 $ 240,033
Steven A. Burd
$ 130,000 $ 110,033 $ 240,033
H. Charles Floyd⁽²⁾
$ 26,250 $ 109,992 $ 136,242
Jonas Prising
$ 115,000 $ 110,033 $ 225,033
John E. Schlifske
$ 120,000 $ 110,033 $ 230,033
Adrianne Shapira
$ 120,000 $ 110,033 $ 230,033
Frank V. Sica
$ 150,000 $ 110,033 $ 260,033
Stephanie A. Streeter
$ 140,000 $ 110,033 $ 250,033
Nina G. Vaca
$ 120,000 $ 110,033 $ 230,033
Stephen E. Watson
$ 175,000 $ 110,033 $ 285,033

⁽¹⁾

The amounts shown represent the aggregate grant date fair value for awards granted in 2017, computed in accordance with FASB ASC Topic 718. Each Director who was re-elected to the Board of Directors at the 2017 Annual Meeting of Shareholders was awarded 2,729 restricted shares. For a discussion of the valuation assumptions used for all stock-based awards, see Note 6 to our fiscal 2017 audited financial statements included in our Annual Report on Form 10-K.

⁽²⁾	~~Mr. Floyd was first elected to the Board of Directors in November 2017. He was awarded 2,142 restricted shares upon his election.~~

2022.

Director	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)		Total ($)
Michael J. Bender		125,000		165,001		290,001
Peter Boneparth		125,000		344,977		469,977
Yael Cosset		125,000		144,988		269,988
Christine Day		125,000		144,988		269,988
H. Charles Floyd		125,000		144,988		269,988
Margaret L. Jenkins		125,000		144,988		269,988
Thomas A. Kingsbury(2)		99,588		144,988		244,576
Robbin Mitchell		125,000		144,988		269,988
Jonas Prising		125,000		169,993		294,993
John E. Schlifske		125,000		160,010		285,010
Adrianne Shapira		125,000		144,988		269,988
Frank V. Sica(3)		35,027		—		35,027
Stephanie A. Streeter		125,000		174,984		299,984

(1)

The amounts shown represent the aggregate grant date fair value for awards granted in 2022, computed in accordance with FASB ASC Topic 718. Each Director who was re-elected to the Board of Directors at the 2022 Annual Meeting of Shareholders was awarded 3,108 restricted shares. Committee Chairs were awarded up to an additional 643 restricted shares and our independent Chairman was awarded an additional 4,287 restricted shares. For a discussion of the valuation assumptions used for all stock-based awards, see Note 6 to our fiscal 2022 audited financial statements included in our Annual Report on Form 10-K.

(2)

Mr. Kingsbury was appointed Interim Chief Executive Officer effective December 2, 2022. While he was serving as Interim Chief Executive Officer, he did not receive compensation for his service as a director.

(3)

Mr. Sica served as a Director until May 11, 2022, when he retired.

As of ~~February 3, 2018,~~January 28, 2023, the aggregate number of ~~vested and unvested stock options and~~ unvested shares of restricted stock held by each incumbent non-employee Director were as follows:

   Number of Securities
Underlying
Unexercised Options Number of
Unvested
Shares of
Restricted
Stock⁽¹⁾
Vested Unvested
Mr. Boneparth
—   —   2,834
Mr. Burd
5,008 —   2,834
Mr. Floyd
—   —   2,142
Mr. Prising
—   —   2,834
Mr. Schlifske
7,784 —   2,834
Ms. Shapira
—   —   2,834
Mr. Sica
—   —   2,834
Ms. Streeter
13,753 —   2,834
Ms. Vaca
13,753 —   2,834
Mr. Watson
17,926 —   2,834

⁽¹⁾	~~Includes accrued but unvested dividend equivalent shares.~~ Director	Number of Unvested Shares of Restricted Stock(1) (#)
	Mr. Bender		3,720
	Mr. Boneparth		7,777
	Mr. Cosset		3,269
	Ms. Day		3,269
	Mr. Floyd		3,269
	Ms. Jenkins		3,269
	Mr. Kingsbury		3,269
	Ms. Mitchell		3,269
	Mr. Prising		3,832
	Mr. Schlifske		3,607
	Ms. Shapira		3,269
	Mr. Sica		—
	Ms. Streeter		3,945

(1)

Includes accrued but unvested dividend equivalent shares

2023 Proxy Statement |Kohl’s Corporation

~~Are Directors required~~

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Executive Compensation

[MISSING IMAGE: tm2227948d1-hdr_executivepn.jpg]

PROPOSAL 2

ADVISORY VOTE ON
THE APPROVAL OF THE
COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS

The Board of Directors unanimously recommends a vote “FOR” the approval, on a non-binding basis, of the compensation of our named executive officers.

We are asking shareholders to ~~own Kohl’s stock?~~

~~We believe that Director stock ownership is important to align~~approve the ~~interests of our Directors with those of our shareholders. Each non-management member of~~following nonbinding resolution regarding the Board of Directors is expected to own Kohl’s stock, including shares of unvested time-based restricted stock, but not including any vested or unvested stock options, with a value of approximately five times the amount of the Directors’ annual base cash retainer. This ownership level is to be achieved by the fifth anniversary of the Director’s initial election to the Board. All Directors on the Board of Directors for more than five years were in compliance with this requirement as of the end of fiscal 2017. A Director is not permitted to sell any stock, either through the exercise of stock options or otherwise, until he or she attains the above-referenced ownership level.

~~Do you have a written code of ethics?~~

Yes. Our Board of Directors, through its Governance & Nominating Committee, has adopted a code of ethical standards that describes the ethical and legal responsibilities of all of our employees and, to the extent applicable, members of our Board of Directors. This code includes (but is not limited to) the requirements of the Sarbanes-Oxley Act of 2002 pertaining to codes of ethics for chief executive officers and senior financial and accounting officers. We provide training with respect to the code for all of our employees, and all employees agree in writing to comply with the code at the time they are hired and periodically thereafter. Our employees are encouraged to report suspected violations of the code through various means, including through the use of an anonymous toll-free hotline. This code, known as “Kohl’s Ethical Standards and Responsibilities,” can be viewed on our website by accessing~~https://corporate.kohls.com/investors/corporate-governance~~. The “Code of Ethics” can be found under the heading “Governance Documents.” We intend to satisfy our disclosure requirements under Item 5.05 of Form 8-K, regarding any amendments to, or waiver of, a provision of our code of ethics that applies to our principal executive officer, principal financial officer or our Directors by posting such information at this location on our website. Paper copies of the code of ethics will be provided to any shareholder upon written request.

~~How can I obtain copies of your corporate governance documents?~~

~~You may obtain a copy of our Corporate Governance Guidelines, our code of ethics and the charters for each of the committees of our Board of Directors on our website athttps://corporate.kohls.com/investors/corporate-governance, or by contacting our Investor Relations staff by e-mail atinvestor.relations@kohls.com~~ ~~or by mail at N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051.~~

~~How can I communicate with members of the Board of Directors?~~

~~You may contact any member of the Board of Directors, including the Lead Director, as follows (these instructions are also available on our website):~~

~~Write~~ ~~to our Board of Directors or Lead Director:~~

~~Kohl’s Board of Directors~~

~~N56 W17000 Ridgewood Drive~~

~~Menomonee Falls, WI 53051~~

~~E-mail~~~~our Board of Directors:~~

~~directors@kohls.com~~

~~Questions or concerns related to financial reporting, internal accounting or auditing matters may be sent togovernance@kohls.com~~.

All questions or concerns will be forwarded to the appropriate members of management or the Board of Directors. Correspondence related to accounting, internal controls or auditing matters is immediately brought to

the attention of our Internal Audit Department and, if appropriate, to the Audit Committee of the Board of Directors. The Audit Committee receives a quarterly summary of all communications received through any of the above-referenced channels.

~~All such communications are treated confidentially. You can remain anonymous when communicating your concerns.~~

~~When does your fiscal year end?~~

Consistent with many other retail companies, our fiscal year ends on the Saturday closest to January 31. References in this proxy statement to a “fiscal year” are to the calendar year in which the fiscal year begins. For example, the fiscal year ended February 3, 2018 is referred to as “fiscal 2017.”

~~SECURITY OWNERSHIP OF CERTAIN~~

~~BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT~~

~~The following table presents information concerning the beneficial ownership of the shares of our common stock as of February 3, 2018 (unless otherwise noted) by:~~

~~each of our Directors and nominees;~~

~~each~~compensation of our named executive ~~officers;~~

officers as disclosed in this proxy statement:

~~all~~RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

This is often referred to as a “say-on-pay” vote. This vote is held annually taking into consideration the view expressed by our shareholders in an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers ~~Directors and nominees as a group; and~~

~~each person who is known by us to beneficially own more than 5% of our common stock.~~

~~Unless otherwise indicated, beneficial ownership is direct and~~at the ~~person indicated has sole voting and investment power. Indicated options are all exercisable within sixty days of February 3, 2018.~~


~~Name of Beneficial Owner~~	~~Amount~~ ~~Beneficially Owned~~			~~Percent~~ ~~of Class~~
~~Peter Boneparth~~		~~20,273~~	⁽¹⁾		*
~~Steven A. Burd~~		~~24,226~~	⁽²⁾		*
~~H. Charles Floyd~~		~~2,142~~	⁽³⁾		*
~~Jonas Prising~~		~~12,615~~	⁽⁴⁾		*
~~John E. Schlifske~~		~~23,572~~	⁽⁵⁾		*
~~Adrianne Shapira~~		~~5,546~~	⁽⁶⁾		*
~~Frank V. Sica~~		~~26,506~~	⁽⁷⁾		*
~~Stephanie A. Streeter~~		~~31,540~~	⁽⁸⁾		*
~~Nina G. Vaca~~		~~30,594~~	⁽⁹⁾		*
~~Stephen E. Watson~~		~~34,699~~	⁽¹⁰⁾		*
~~Kevin Mansell~~		~~973,371~~	⁽¹¹⁾		*
~~Bruce Besanko~~		~~126,060~~	⁽¹²⁾		*
~~Sona Chawla~~		~~245,046~~	⁽¹³⁾		*
~~Michelle Gass~~		~~205,346~~	⁽¹⁴⁾		*
~~Wesley McDonald~~		~~27,923~~	⁽¹⁵⁾		*
~~Richard D. Schepp~~		~~256,915~~	⁽¹⁶⁾		*
~~All Directors and executive officers as a group (16 persons)~~		~~2,046,374~~	⁽¹⁷⁾		~~1.2~~	%
~~Blackrock, Inc.~~		~~18,731,124~~	⁽¹⁸⁾		~~11.1~~	%
~~55 East 52~~^nd ~~Street~~ ~~New York, NY 10022~~
~~Vanguard Group Inc.~~		~~17,349,019~~	⁽¹⁹⁾		~~10.3~~	%
~~100 Vanguard Blvd.~~ ~~Malvern, PA 19355270~~
~~JPMorgan Chase & Co.~~		~~9,519,674~~	⁽²⁰⁾		~~5.6~~	%
~~Park Ave.~~ ~~New York, NY 10017~~

*	~~Less than 1%.~~

⁽¹⁾	~~Includes 2,834 unvested restricted shares.~~

⁽²⁾	~~Includes 2,834 unvested restricted shares and 5,008 shares represented by stock options.~~

⁽³⁾	~~Includes 2,142 unvested restricted shares.~~

⁽⁴⁾	~~Includes 2,834 unvested restricted shares.~~

⁽⁵⁾	~~Includes 2,834 unvested restricted shares and 7,784 shares represented by stock options.~~

⁽⁶⁾	~~Includes 2,834 unvested restricted shares.~~

⁽⁷⁾	~~Includes 2,834 unvested restricted shares.~~

⁽⁸⁾	~~Includes 2,834 unvested restricted shares and 13,753 shares represented by stock options.~~

⁽⁹⁾	~~Includes 2,834 unvested restricted shares and 13,753 shares represented by stock options.~~

⁽¹⁰⁾	~~Includes 2,834 unvested restricted shares and 17,926 shares represented by stock options.~~

⁽¹¹⁾

~~Includes 288,445 shares held in trust for the benefit of Mr. Mansell, as to which Mr. Mansell serves asco-trustee~~ and has shared voting and investment power, 67,953 shares held in trust for the benefit of Mr. Mansell’s spouse, 126,011 unvested restricted shares, and 332,507 shares represented by stock options of which 92,600 were exercised on February 13, 2018.

⁽¹²⁾	~~Includes 126,060 unvested restricted shares.~~

⁽¹³⁾	~~Includes 192,588 unvested restricted shares.~~

⁽¹⁴⁾	~~Includes 89,227 unvested restricted shares.~~

⁽¹⁵⁾	Mr. McDonald’s last full day of service as Chief Financial Officer was April 28, 2017. Pursuant to the Commission’s rules, Mr. McDonald is still considered a named executive officer for purposes of this table. Includes 25,121 shares represented by stock options.

⁽¹⁶⁾	~~Includes 104,932 unvested restricted shares and 68,441 shares represented by stock options.~~

⁽¹⁷⁾	~~Includes 484,293 shares represented by stock options.~~

⁽¹⁸⁾

According to the amended Schedule 13G filed January 19, 2018 by Blackrock, Inc. (“Blackrock”), Blackrock and certain affiliated entities were the beneficial owner of 18,731,124 shares of Kohl’s common stock as of December 31, 2017. The filing indicates that Blackrock and certain affiliated entities have sole voting power with respect to 16,873,972 shares and sole dispositive power with respect to 18,731,124 shares.

⁽¹⁹⁾

According to the amended Schedule 13G filed February 8, 2018 by Vanguard Group, Inc. (“Vanguard”), Vanguard was the beneficial owner of 17,349,019 shares of Kohl’s common stock as of December 31, 2017. The filing indicates that Vanguard has sole voting power with respect to 239,836 shares, sole dispositive power with respect to 17,070,323 shares, shared voting power with respect to 43,967 shares and shared dispositive power with respect to 278,696 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., each a wholly-owned subsidiary of Vanguard, are beneficial owners of 182,192 shares and 152,611 shares, respectively, as a result of it’s serving as investment managers of their respective clients.

⁽²⁰⁾

According to the amended Schedule 13G filed January 22, 2018 by JPMorgan Chase & Co. (“JPMorgan”), JPMorgan and certain affiliated entities were the beneficial owner of 9,519,674 shares of Kohl’s common stock as of December 29, 2017. The filing indicates that JPMorgan and certain affiliated entities have sole voting power with respect to 9,394,118 shares, sole dispositive power with respect to 9,516,310 shares and shared dispositive power with respect to 1,545 shares.

~~ITEM ONE~~

~~ELECTION OF DIRECTORS~~

Our Articles of Incorporation provide that our Board of Directors shall consist of five to fifteen members. Our Board of Directors currently consists of eleven members. In November 2017, upon the recommendation of the Governance & Nominating Committee, Mr. Floyd was unanimously elected by the full Board of Directors to serve until the 20182011 Annual Meeting of Shareholders and ~~until his successor is duly elected and shall qualify.~~

~~We previously announced Mr. Mansell’s retirement as~~reaffirmed in an advisory vote at the ~~Chairman~~2017 Annual Meeting of Shareholders. At the ~~Board, Chief Executive Officer and President and as a director of Kohl’s effective as of the close of the 2018~~2023 Annual Meeting of Shareholders, ~~or any adjournment thereof. Ms. Gass was appointed as Chief Executive Officer-elect and will serve as Chief Executive Officer effective upon Mr. Mansell’s retirement. Upon~~we are again providing our shareholders with the ~~recommendation~~opportunity to cast a “say on frequency” advisory vote in Proposal 3.

We are pleased with our shareholders’ strong support for our executive compensation in the annual “say-on-pay” votes. Our shareholders have consistently shown strong support for our NEO compensation, averaging over 90% of the ~~Governance & Nominating Committee, Ms. Gass~~votes cast by our shareholders in favor of approving this compensation over the last decade. We recognize that we received a lower-than-average support on “say-on-pay” last year, with approximately 76% of the

votes cast by our shareholders in favor of approving this compensation last year. Regular engagement with our shareholders throughout the year is ~~also being nominated~~a core tenet of our strong governance and compensation practices. Before last year’s vote, we had received generally positive feedback on our compensation program from investors. Following last year’s vote, in Fall 2022, the Company reached out to ~~join~~shareholders representing more than 70% of shares outstanding and met with shareholders representing more than 50% of shares outstanding. Directors participated in many of these engagements, and feedback was shared with our Board. Throughout our discussions, we heard broad support for our compensation philosophy and program structure. In particular, our return to objective metrics—following the ~~Board effective upon Mr. Mansell’s retirement.~~

~~Under~~use of subjective metrics for 2020 as a result of temporary store closures related to the pandemic—was strongly appreciated. Our investors broadly supported using the same compensation metrics for 2022. In light of this positive feedback received during the course of our ~~Articles~~robust engagement with investors, we concluded that the unusually low “say-on-pay” vote in 2022 was primarily a consequence of ~~Incorporation, our~~the contested circumstances of the 2022 Annual Meeting.

As an advisory vote, the “say-on-pay” vote is not binding on Kohl’s, the Board of Directors ~~is elected annually to serve until~~or the ~~next Annual Meeting of Shareholders and until~~Board’s Compensation Committee. However, the ~~Directors’ successors are duly elected and shall qualify. Our~~ Board of Directors values the opinions expressed by our shareholders, and the Compensation Committee’s charter specifically states that the Committee will review all “say-on-pay” voting results and consider whether to make any adjustments to

Kohl’s Corporation| 2023 Proxy Statement

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Executive Compensation

our executive compensation policies and practices in response to these results.

We believe our executive compensation program as a whole is well suited to promote Kohl’s objectives in both the short and long term. As described below in the “Compensation Discussion and Analysis”

section of this proxy statement, the Compensation Committee has ~~instituted~~designed our executive compensation program to reflect its philosophy that executive compensation should be directly linked to corporate performance with the ultimate objective of increasing long-term shareholder value.

The Compensation Committee’s objectives include:


1.	2.	3.
Provide a competitive total compensation package that enables us to attract, motivate and retain key personnel.	Support the achievement of our short- and long-term business and strategic objectives by linking the majority of our executives’ compensation to rigorous performance targets.	Ensure that compensation opportunities are internally equitable.


		4.				5.
		Promote ownership of Kohl’s stock by our senior executives through equity-based pay and share ownership requirements in order to align our executives’ economic interests with those of our shareholders.				Provide a balance of incentive opportunities that do not create risks that are reasonably likely to have a material adverse effect on Kohl’s.

Our compensation program is a ~~majority vote requirement~~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.

Taking a step back, we realize that the pandemic introduced a high degree of complexity for pay programs across the board, and so we want to highlight some of the steps that we previously took with our shareholders in mind:

■

We were deliberate in declining to make adjustments that would lower the bar for our in-flight awards (such as the 2019-2021 LTIP, which included targets set prior to the pandemic and therefor resulted in no payout to the NEOs)

■

Still, like every other company, we had to calibrate for a wholly different environment in order to design effective incentives during the pandemic,

and recognized the difficulty in accurately predicting the speed of any macro financial recovery

■

After utilizing one-time, relative metrics in 2020 (given complete closure of our store base at the time performance goals were set), we returned to wholly objective performance metrics in 2021

■

Late in 2020, we also increased the goals for our 2020-2022 LTIP (cumulative net sales, operating income, and operating cash flow) based on 2020 year-to-date performance to ensure the goals were appropriately challenging

■

In addition, as previously disclosed last year, the Compensation Committee further enhanced the Company’s compensation governance practices coming out of the pandemic by enhancing executive stock holding requirements, updating the Company peer group to address the competitive, dynamic retail environment and

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Executive Compensation

hiring a new independent compensation consultant to provide a fresh perspective

This past Fall, we proactively reached out to shareholders holding over 70% of our shares outstanding and we met with shareholders holding more than 50% of our shares outstanding. Directors participated in many of these engagements, and feedback was shared with our Board. Overall, we heard continued broad support of our compensation philosophy and program structure. More specifically our return in 2021 to objective metrics—following the use of subjective metrics for 2020 due to the pandemic—was strongly appreciated, and our investors generally supported using the same compensation metrics for 2022.

Our pay-for-performance compensation model drove several actions for fiscal 2022 worth highlighting:

2022 Annual Incentive Plan: 0% Payout:

■

The Annual Incentive Plan was set in March 2022 using the performance goals of net sales and operating income. When setting the target net sales and operating income goals for 2022, the Compensation Committee aimed to drive accountability toward a near-term recovery to 2019 sales, while also maintaining the operating income margin goals within the target range outlined in the Company’s strategic framework announced in October 2020. Targets were set for this plan that were significantly more challenging to achieve than in prior years.

■

Objective financial goals were not met, and no payments will be made to the NEOs under the 2022 Annual Incentive Plan.

■

No modifications were made to the 2022 Annual Incentive Plan.

■

This is the second time in four years the Annual Incentive Plan did not pay out, which demonstrates the rigor of performance goals and the seriousness by which the company takes pay-for-performance.

2020-2022 Long-Term Incentive Award: 200% Payout:

■

When the Committee met in March 2020 to set the specific three-year goals for the ~~election~~performance criteria under the 2020-2022 LTIP, all of ~~Directors~~the Company’s stores were closed and the duration and consequences of the pandemic were uncertain. Accordingly, the Committee set targets based on the best available information at the time, with the understanding that the three-year targets would be reevaluated before the end of fiscal 2020. In December 2020, after determining that Kohl’s 2020 performance-to-date was exceeding initial expectations, the Committee significantly increased the previous targets for each of the three-year performance goals. The net sales target was raised by 11%, the operating income target was raised by 161%, and the operating cash flow target was raised by 259%. No adjustments were made to the size of the original awards to management.

■

The exceptionally strong results in ~~uncontested elections.~~2021 had a positive impact on the 2020-2022 LTIP with EPS setting a record for the Company.

■

Only three NEOs are participants in the 2020-2022 LTIP. Mr. Chini and Ms. Timm participate in the 2020-2022 LTIP. at the SrEVP-level and Ms. Raymond was awarded a prorated LTIP grant based on her promotion to EVP Customer Engagement, Analytics & Insights in June 2020.

We believe these actions have been consistent with the Compensation Committee’s objectives and have resulted in appropriate compensation outcomes for our named executive officers.

The Board of Directors recommends a vote “FOR” approval of the compensation of the Company’s named executive officers as described in this proxy statement.

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Executive Compensation

PROPOSAL 3

ADVISORY VOTE ON
THE FREQUENCY OF FUTURE
ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Board of Directors unanimously recommends a vote FOR a frequency of “ONE YEAR” for future shareholder votes on the compensation of our named executive officers.

In addition to providing shareholders with the opportunity to cast a “say on pay” advisory vote on the compensation of our named executive officers as disclosed in this proxy statement, in accordance with Section 14A of the Securities Exchange Act and SEC rules, we are also providing our shareholders with the opportunity to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers in the future. This ~~means that~~non-binding advisory vote is commonly referred to as a ~~Director nominee will be elected if the number of votes cast “For” that nominee exceeds the number of votes cast “Against” that nominee. If you~~“say on frequency” vote, and must take place at least once every six years. By voting on this proposal, our shareholders may indicate whether they would prefer to have an advisory vote on executive compensation once every year, every two years or every three years. Shareholders may also abstain from ~~voting~~voting.

As an advisory vote, this “say on ~~any of the nominees, your shares will be counted for purposes of determining whether there~~frequency” vote proposal is ~~a quorum, but will have no effect~~not binding on ~~the election of those nominees.~~

~~You may vote for all, some or none of the eleven nominees to be elected to~~Kohl’s, the Board of ~~Directors.~~Directors or the Board’s Compensation Committee. However, ~~you may not~~the Board and the Compensation Committee value the opinions expressed by shareholders in their vote ~~for more individuals than~~on this proposal, and will consider the ~~number nominated. Unless you direct otherwise, your proxy will be voted for~~option that receives the ~~election~~most votes in determining the frequency of future advisory votes on the ~~eleven nominees described below. The Board~~compensation of ~~Directors has no reason to believe that any nominee is not available~~our named executive officers. Notwithstanding the Board’s recommendation and the outcome of this shareholder vote, the Compensation Committee or ~~will not serve if elected. If for any reason a nominee becomes unavailable for election,~~ the Board of Directors may ~~reduce~~in the ~~size~~future decide to

conduct advisory votes on the compensation of our named executive officers on a more or less frequent basis and may vary its practice based on factors such as discussions with shareholders, industry trends and the adoption of material changes to compensation programs.

The first two “say on frequency” votes were held at our 2011 and 2017 Annual Meetings of Shareholders. At both of those meetings, the largest number of votes cast were cast in favor of the ~~Board or may designate a substitute nominee, in which event the shares represented by your signed proxy will be voted for any such substitute nominee, unless you have given different instructions~~advisory vote on the ~~proxy.~~

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS~~

~~VOTEFORTHE ELECTION OF THE NOMINEES TO SERVE AS DIRECTORS.~~

~~IF NO INSTRUCTIONS ARE SPECIFIED ON YOUR OTHERWISE PROPERLY COMPLETED PROXY, THAT PROXY WILL BE VOTED TO ELECT ALL OF THE NOMINEES.~~

~~Information about Director Nominees~~

~~The Board~~compensation of ~~Directors,~~our named executive officers occurring every year. We subsequently determined to hold the advisory vote on the compensation of our named executive officers every year until we held the next “say on frequency” vote.

While our executive compensation programs are designed to promote a long-term connection between pay and ~~particularly its Governance & Nominating Committee, regularly considers whether~~performance, after careful consideration of the Board is comprised of individuals with the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively. In making these considerations,frequency alternatives, the Board of Directors continues to believe that conducting advisory votes on executive compensation on an annual basis is appropriate for Kohl’s and its Governance & Nominating Committee has focused primarily on the information in each of the nominee’s individual biographies set forth below. These biographies are based upon information provided by each of the nominees. There are no family relationships between the nominees. Unless otherwise indicated, the nominees have had the indicated principal occupation forshareholders at ~~least the past five years. The directorships listed for each nominee are those public company directorships that have been held by the nominee at any time during the past five years.~~

   Age    Director
Since
Peter Boneparth
   58    2008
Former Senior Advisor, Irving Place Capital Partners, a private equity group, from February 2009 to November 2014. Former President and Chief Executive Officer of Jones Apparel Group, a designer and marketer of apparel and footwear, from 2002 to 2007. Mr. Boneparth is currently a director of JetBlue Airways Corporation, a commercial airline.

The Governance & Nominating Committee believes Mr. Boneparth’s qualifications to serve on our Board of Directors include his experience as President and Chief Executive Officer of companies specializing in the production and sale of apparel and footwear, his experience as a director of other public companies and his broad-based knowledge in the areas of retail sales, corporate finance, consumer products, and the design and manufacture of apparel and other products.

Steven A. Burd
   68    2001
Founder and Chief Executive Officer of Burd Health LLC, a company helping self-insured employers manage their healthcare costs, since 2013. Former Chairman, Chief Executive Officer and President of Safeway Inc., an operator of grocery store chains. Mr. Burd served as Safeway’s Chairman of the Board of Directors from 1998 until his retirement in May 2013, Chief Executive Officer from 1993 until his retirement in May 2013 and previously served as President from 1992 to 2012. He is currently a director of Blackhawk Network Holdings, Inc., a prepaid payment network offering a broad range of gift cards, other prepaid products and payment services.

The Governance & Nominating Committee believes Mr. Burd’s qualifications to serve on our Board of Directors include his experience as President, Chief Executive Officer and Chairman of the Board of Directors of a large retail company and his broad-based knowledge in the areas of retail operations, healthcare costs, corporate finance, accounting and marketing and his considerable management, directorial, and board committee experience.

this time.

   Age    Director
Since
H. Charles Floyd
   58    2017
Global President of Operations of Hyatt Hotels Corporation, a leading global hospitality company, since August 2014. Mr. Floyd held a number of executive management positions since he joined Hyatt in 1981, including Global President of Operations since August 2014, Executive Vice President, Group President — Global Operations Center from 2012 to August 2014, Chief Operating Officer — North America from 2006 to 2012. Mr. Floyd also previously served in a number of other senior positions with Hyatt, including Executive Vice President — North America Operations and Senior Vice President of Sales, as well as various managing director and general manager roles.

The Governance & Nominating Committee believes Mr. Floyd’s qualifications to serve on our Board of Directors include his experience as Global President of Operations of a large, global hospitality company with complex operations and his experiences in the dynamic hospitality industry.

Michelle Gass
   50    N/A
Our Chief Merchandising & Customer Officer and Chief Executive Officer-elect since October 2017. She served as Chief Merchandising & Customer Officer from June 2015 to October 2017, and Chief Customer Officer from June 2013 to June 2015. Prior to joining the Company, Ms. Gass served in a variety of management positions with Starbucks Coffee Company since 1996, most recently: President, Starbucks Coffee EMEA (Europe, Middle East, Russia, Africa) from 2011 to May 2013. Prior to Starbucks, Ms. Gass was with Procter and Gamble. From April 2014 to February 2017, Ms. Gass served as a director of Cigna Corporation, a global health service company.

The Governance & Nominating Committee believes Ms. Gass’ qualifications to serve on our Board of Directors include her over 25 years of experience in the retail and consumer goods industries, including 5 years with Kohl’s. Her insight and direct knowledge of Kohl’s current operations and strategic opportunities within the retail industry is also invaluable.

Jonas Prising
   53    2015
Chairman and Chief Executive Officer of ManpowerGroup, a leading provider of workforce solutions, since December 2015. Mr. Prising held a number of executive management positions since he joined ManpowerGroup in 1999, including Chairman and Chief Executive Officer since December 2015, Chief Executive Officer from May 2014 to December 2015, President from 2012 to May 2014, President of ManpowerGroup — The Americas from 2009 to May 2014, and Executive Vice President from 2006 to 2010. He is currently a director of ManpowerGroup.

The Governance & Nominating Committee believes Mr. Prising’s qualifications to serve on our Board of Directors include his experience as Chairman and Chief Executive Officer of a large company with complex operations and his broad-based knowledge of workforce solutions, labor market expertise and global perspective, having lived and worked in multiple countries around the world.

   Age    Director
Since
John E. Schlifske
   58    2011
Chairman and Chief Executive Officer of The Northwestern Mutual Life Insurance Company since 2010. Mr. Schlifske held a number of executive management positions at The Northwestern Mutual Life Insurance Company since 1987, including Chairman and Chief Executive Officer since 2010, President from 2009 through 2010 and 2013 through 2014, interim President and Chief Executive Officer of Frank Russell Investment Company (at that time, a subsidiary of The Northwestern Mutual Life Insurance Company) from 2008 to 2009, Executive Vice President — Investment Products and Services from 2006 through 2008 and Senior Vice President — Investment Products and Services from 2004 through 2006. He also serves on the Board of Trustees of The Northwestern Mutual Life Insurance Company.

The Governance & Nominating Committee believes Mr. Schlifske’s qualifications to serve on our Board of Directors include his experience as Chairman and Chief Executive Officer of a major company and his broad-based financial expertise.

Adrianne Shapira
   47    2016
Managing Director of Eurazeo Brands, which invests in United States and European consumer brands with global growth potential, since August 2017. Former Chief Financial Officer of David Yurman Enterprises, LLC, a designer jewelry company, from 2012 to February 2016. Previously served as Managing Director at The Goldman Sachs Group, Inc., an investment banking firm, from 1999 to 2012, where she was an equity research analyst covering the discount, department store, dollar store, warehouse club, apparel manufacturer, luxury and grocery sectors. Prior to 1999, Ms. Shapira served as an equity analyst at Robertson Stephens, an investment banking firm, and Neuberger & Berman, an investment management company. She is also a director of The Hain Celestial Group, Inc., a leading global organic and natural products company.

The Governance & Nominating Committee believes Ms. Shapira’s qualifications to serve on our Board of Directors include her financial expertise, significant experience as an equity analyst in sectors related to Kohl’s business, broad understanding of the retail and consumer products industries and experience ine-commerce.

Frank V. Sica
   67    1988
Partner, Tailwind Capital, a private investment firm, since 2006. Senior Advisor to Soros Private Funds Management from 2003 to 2006. President of Soros Private Funds Management from 2000 to 2003. Managing Director of Soros Funds Management from 1998 to 2000. Mr. Sica is currently a director of CSG Systems International, an account management and billing software company for communication industries, JetBlue Airways Corporation, a commercial airline, and Safe Bulkers, Inc., a marine drybulk transportation services company.

The Governance & Nominating Committee believes Mr. Sica’s qualifications to serve on our Board of Directors include his years of executive experience in the investment banking and private equity field, his experience as a director and as an advisor to the boards of many other public companies, and his broad-based knowledge in the areas of corporate finance, executive compensation, information technology and real estate.

   Age    Director
Since
Stephanie A. Streeter
   60    2007
Former Chief Executive Officer and Director of Libbey, Inc., a producer of glass tableware and other tabletop products, from 2011 to January 2016. Former Interim Chief Executive Officer, United States Olympic Committee from 2009 to 2010. Former Chairman, President, and Chief Executive Officer of Banta Corporation, a global technology, printing and supply-chain management company from 2004 until 2007. Ms. Streeter served as Banta Corporation’s President and Chief Executive Officer from 2002 to 2004 and President and Chief Operating Officer from 2001 to 2002. She is also currently a director of Goodyear Tire & Rubber Company, a manufacturer and distributor of tires and related products and services.

The Governance & Nominating Committee believes Ms. Streeter’s qualifications to serve on our Board of Directors include her experience as President, Chief Executive Officer and Chairman of the board of directors of complex businesses with worldwide operations; her experience as a director of other public companies; and her broad-based knowledge in the areas of marketing, consumer products, information technology and e-commerce.

Nina G. Vaca⁽¹⁾
   46    2010
Founder, Chairman and Chief Executive Officer of Pinnacle Technical Resources, Inc., a staffing, vendor management and information technology services firm, since 1996. She also has been Chairman and Chief Executive Officer of Vaca Industries Inc., a management company, since 1999. Ms. Vaca is also a director of Comerica Incorporated, a banking and financial services company, and Cinemark Holdings, Inc., a motion picture exhibitor.

The Governance & Nominating Committee believes Ms. Vaca’s qualifications to serve on our Board of Directors include her experience as Chief Executive Officer, Chairman of the Board of Directors and founder of a business; her experience as a director of other public companies; and her broad-based knowledge in the areas of information technology, human resources, marketing and e- commerce.

Stephen E. Watson
   73    2006
Former President and Chief Executive Officer of Gander Mountain, L.L.C., a private specialty retailer, from 1997 until his retirement in 2002. Mr. Watson held various executive officer positions with Dayton-Hudson Corporation from 1972 until his retirement in 1996, including President, Chairman/Chief Executive Officer of the Department Store Division. From 2008 to October 2017, Mr. Watson was a director of Regis Corporation, an operator of beauty salons. He is currently a director of Chico’s FAS Inc., a specialty retailer.

The Governance & Nominating Committee believes Mr. Watson’s qualifications to serve on our Board of Directors include his experience as the leading senior executive officer of several complex retail businesses; his experience as a director of other retail-oriented public companies; and his broad-based knowledge in the areas of retail operations, corporate finance, accounting, marketing and merchandise procurement.

⁽¹⁾

~~Professional name~~

The Board of ~~Ximena G.Humrichouse.~~Directors recommends a vote FOR a frequency of “ONE YEAR” for future shareholder advisory votes on the compensation of our named executive officers.

2023 Proxy Statement |Kohl’s Corporation

TABLE OF CONTENTS

Executive Compensation

Compensation Committee ~~Interlocks and Insider Participation~~

~~None of the members of the Compensation Committee is or has been one of our officers or employees.~~

~~Independence Determinations & Related Person Transactions~~

Our Board of Directors has established independence guidelines that are described in our Corporate Governance Guidelines. The independence guidelines require a finding that the individual Director satisfies all of the independence standards of the New York Stock Exchange, as such standards may be amended from time to time, and also that the Director has no material relationships with us (either directly or as a partner, shareholder or officer of any entity) which would be inconsistent with a finding of independence. In accordance with its written charter, the Governance & Nominating Committee is charged with the ongoing review of transactions that could affect a Director’s independence.

In February 2018, the Governance & Nominating Committee reviewed a summary of Directors’ responses to a questionnaire asking about their relationships with us (and those of their immediate family members) and other potential conflicts of interest, as well as material provided by management related to transactions, relationships, or arrangements between us and the Directors or parties related to the Directors. During the course of this review, the Committee broadly considered all relevant facts and circumstances, recognizing that material relationships can include commercial, banking, consulting, legal, accounting, charitable and familial relationships, among others.

Based on this review, the Committee affirmatively determined that the following continuing Directors are independent: Peter Boneparth, Steven A. Burd, H. Charles Floyd, Jonas Prising, Frank V. Sica, John E. Schlifske, Adrianne Shapira, Stephanie A. Streeter, Nina G. Vaca and Stephen E. Watson. The Committee also determined that all of the members of the Audit, Compensation, and Governance & Nominating Committees meet our independence requirements. The Committee determined that Michelle Gass will not be considered an independent Director because of her employment as our Chief Executive Officer effective as of the close of the 2018 Annual Meeting of Shareholders.

~~The following transactions were reviewed and considered by the Committee, but were not deemed to affect the independence of the applicable Director or Directors:~~

Report

Several of our Directors serve as non-employee directors of non-profit organizations that receive charitable contributions from us. All of these charitable contributions were made in the ordinary course of our charitable contribution programs.

Several of our Directors serve on the boards of directors of, or may have an economic interest in, companies with which we may do relatively small amounts of ordinary course business from time to time. The Governance & Nominating Committee has reviewed each of these instances and has determined that in each case, the amount of business involved was immaterial to both companies, all such transactions were entered into at arm’s length, and that our Directors were not in any way involved in the negotiations or discussions leading up to the business relationships.

The Committee recommended all of the above-described conclusions to the full Board of Directors and explained the basis for its decisions. Upon discussion and further consideration, these conclusions were adopted by the full Board.

~~COMPENSATION COMMITTEE REPORT~~

The Compensation Committee has reviewed and discussed with management the Compensation Discussion &and Analysis ~~included in this proxy statement.~~that follows. Based on this review and discussion, the Compensation Committee

recommended to the Board of Directors that the Compensation Discussion &and Analysis be included in this proxy statement.

COMPENSATION COMMITTEE

[MISSING IMAGE: ph_peterboneparth-4c.jpg]

[MISSING IMAGE: ph_stephaniestreeter-4c.jpg]

Jonas Prising, Chair

Peter Boneparth

Christine Day

H. Charles Floyd

Stephanie A. Streeter

Compensation ~~Committee:~~

~~Frank V. Sica, Chairman~~

~~Peter Boneparth~~

~~Steven A. Burd~~

~~Jonas Prising~~

Discussion and Analysis

CD&A CONTENTS

Kohl’s Corporation| 2023 Proxy Statement

TABLE OF CONTENTS~~COMPENSATION DISCUSSION & ANALYSIS~~

Executive Compensation

The ~~Board of Directors’~~ Compensation Committee ~~(“Committee”~~(the “Committee”) fulfills the Board’s responsibilities related to our officer and director compensation programs and ~~practices. The Committee~~practices and ensures that our executive compensation program aligns with our corporate objectives. This Compensation Discussion &and Analysis ~~referred to as the CD&A,~~(or “CD&A”) describes Kohl’s executive compensation programs and provides insight into

the Committee’s process for determining ~~this compensation. It provides a detailed description~~compensation and ~~discussion~~its philosophy, objectives, and policies.

This CD&A focuses on the compensation of the ~~Committee’s philosophy, objectives, policies and programs. The CD&A also analyzes the total compensation of Kohl’s “principal officers,”~~following eight individuals, who are ~~also~~collectively referred to ~~in the CD&A~~ as the Named Executive Officers, or NEOs:

~~Kevin Mansell, Chairman, President and Chief Executive Officer;~~

~~Michelle Gass, Chief Merchandising and Customer Officer and Chief Executive Officer-elect;~~

~~Sona Chawla, Chief Operating Officer and President-elect;~~

•

[MISSING IMAGE: ph_thomasakingsburysm-4c.jpg]

~~Bruce Besanko,~~

[MISSING IMAGE: ph_siobhanmcfeeney-4c.jpg]

[MISSING IMAGE: ph_christieraymond-4c.jpg]

Thomas A. Kingsbury

Jill Timm

Marc Chini

Siobhán Mc Feeney

Christie Raymond

Chief Executive Officer

Chief Financial Officer¹;

Senior Executive Vice President, Chief People Officer

Senior Executive Vice President, Chief Technology Officer

Senior Executive Vice President, Chief Marketing Officer

~~Richard Schepp, Chief Administrative Officer; and~~

	• Michelle Gass		~~Wesley McDonald,~~	Paul Gaffney			Greg Revelle
	Former Chief ~~Financial~~Executive Officer².			Former Senior Executive Vice President, Chief Technology & Supply Chain Officer			Former Senior Executive Vice President, Chief Marketing Officer

Executive ~~Summary~~

summary

The Committee has designed our compensation program to reflect its philosophy that executive compensation should be directly linked to performance, with the ultimate objective of increasing long-term shareholder value. ~~In fact, each~~Each primary element of our executive compensation

program is tied to Company ~~performance or total shareholder return. Additionally,~~performance. In addition, the Committee works closely with ~~its~~an independent compensation consultant to ensure that ~~the Committee’s and~~ Kohl’s compensation policies and practices, as well as our executive compensation program as a whole, are consistent with market practice.

~~Say~~

2023 Proxy Statement |Kohl’s Corporation

TABLE OF CONTENTS

Executive Compensation
2022 RESULTS

The Company’s 2022 financial results were impacted by challenging macroeconomic conditions. High inflation dampened consumer spending across the broader retail industry, and especially in the discretionary categories Kohl’s offers. The Company also took various inventory-related actions to improve its positioning. Performance takeaways include:
■
Net sales decreased 7.1% compared to 2021

■
Successfully opened more than 400 Sephora shop-in-shops in 2022, growing the number of Sephora at Kohl’s locations to more than 600

■
Accessories category sales increased 9% compared to 2021, driven by significant growth in beauty sales

■
Opened five new stores in 2022, including three small format stores in previously untapped markets, and relocated another four stores

■
Operating margin of 1.4% and a loss per share of $0.15

■

Doubled the quarterly cash dividend on ~~Pay Votes~~

~~Since 2011, we have held~~its common stock to $0.50 per share, which equates to an ~~advisory shareholder vote on the compensation~~annual dividend of ~~our NEOs at each of our annual meetings of shareholders. Of the latest five annual votes, an average of~~$2.00 per share

■

Returned approximately ~~94% of the votes were cast by our~~$900 million in capital to shareholders in ~~favor of the compensation of our NEOs.~~

~~Pay for Performance~~

~~As part of our pay for performance philosophy, our goals are intended to be difficult to achieve,~~2022 through share repurchases and failure to achieve the goals has significant consequences. As detailed below in this CD&A, the effectiveness of the Committee’s goal setting has been demonstrated over the past several years as retailers such as Kohl’s faced significant structural headwinds. In 2015dividend payments

■

Strengthened liquidity position by replacing and ~~2016, we did not achieve all of our financial goals, and as~~upsizing $1.0 billion revolver with a result annual incentives and merit increases for the NEOs were minimal. In contrast, Kohl’s performance in 2017 was very strong, and our Annual Incentive Plan paid out at the maximum level. Because their annual objectives are closely linked to Kohl’s performance, our NEOs received performance ratings that entitle them to a base salary merit increase that is slightly above the company average.

~~On a longer term basis, we did not achieve our targeted~~$1.5 billion secured facility

EXECUTIVE TRANSITIONS AND RETENTION ACTIONS

The Company experienced an unusual level of ~~sales~~NEO transitions in 2022, resulting in promotions and ~~earnings during fiscal years 2014 through 2016, so Performance Share Units (“PSUs”) granted~~other retention actions. While there was significant change in 2022, the Board is pleased with the current team and believes it positions the Company for success.

■

On May 12, 2022, the Company announced that Mr. Revelle, the Company’s Senior Executive Vice President, Chief Marketing Officer, would be departing the Company effective June 1, 2022. In connection with his departure, Mr. Revelle was entitled to the NEOs in 2014 as part of our Long Term Incentive Plan (“LTIP”) vested at less than 63% of their targeted value. Similarly, we did not achieve the targeted level of sales and earnings during fiscal years 2015 through 2017, so PSUs granted to the NEOs in 2015 as part of our LTIP vested at 25.1% of their targeted value.

¹	~~Mr. Besanko became Kohl’s Chief Financial Officer on July 10, 2017.~~

²	~~Mr. McDonald retired as Kohl’s Chief Financial Officer on April 28, 2017.~~

~~Kohl’s 2017 Business Results~~

Kohl’s 2017 business results were very strong. Comparable store sales increased by 1.5% for the year, with consistent improvement shown throughout the year. Comparable store sales during the critical fourth quarter grew by over 6%. Our profit margins grew and expenses as a percent of sales decreased. Our inventories were well managed and at the end of the year, our inventory levels were 7% lower than they were at the end of 2016. Again this year, Kohl’s sales growth significantly exceeded that of its core peer group.

~~Business Strategies~~

Led by our NEOs, Kohl’s management has established and articulated a detailed multi-year strategic framework. This framework, called the Greatness Agenda, was established in 2014 to highlight a clear path to improve Kohl’s operating performance. The Greatness Agenda creates a strategic framework for the entire organization to align behind. Our goal is to become the most engaging retailer in America. Within the Greatness Agenda, we identify our areas of greatest opportunity and establish specific and measurable objectives for improved sales, customer engagement and associate engagement. Our senior leaders spend a significant amount of time ensuring that all associates understand and are aligned with this strategic framework. The “Bold Moves”separation benefits outlined in the ~~Greatness Agenda are seen~~Potential Payments Upon Termination or Change of Control section of this proxy statement.

■

On May 18, 2022, the Company announced that Doug Howe, the Company’s Chief Merchandising Officer, was departing the Company effective immediately. It was later announced that Mr. Howe had been hired as ~~the keys to accelerating Kohl’s growth trajectory. Our senior leaders constantly monitor the status~~President of ~~these initiatives to ensure~~DSW, and subsequently announced that ~~every one of nearly 140,000 Kohl’s associates are working with urgency to make continual progress.~~

Kohl’s management is focused on two key priorities – driving traffic and operational excellence. The first and most important priority is driving traffic, which is the key to growing sales. Our focus on driving traffic led to sequentially improving sales metrics for each quarter of fiscal 2017. In the third quarter, comparable store sales turned positive for the first time in 7 quarters. Sales growth then accelerated significantly during the holiday period, when Kohl’s posted its highest holiday sales growth since 2001. Our aggregate holiday sales in 2017 were the highest in our history.

~~Our strategies to drive traffic are established and executed through the lens of the five strategic pillars identified in the Greatness Agenda:~~

~~Easy Experience;~~

~~Amazing Product;~~

~~Personalized Connections;~~

~~Incredible Savings; and~~

~~Winning Teams.~~

For example, under our Easy Experience pillar, Kohl’s is investing significant time and resources to create a more seamless omnichannel experience for our customers. As a result of these investments, our physical stores have become an important source for online order fulfillment. This results in a faster, more seamless experience for our customers. Under our Amazing Product pillar, we have been focused on growing the size of our most important national brands and adding new national brands to our portfolio to improve our relevancy to consumers, which we believe will drive traffic. In 2017, this growth continued, driven in part by actions we have taken toward our aspiration to be the destination for active and wellness categories. Management has developed similar strategies and initiatives to drive traffic under each of our five pillars.

Our second priority is to achieve operational excellence. We are committed to making long-term investments in our future to ensure our success. Our focus on operational excellence is to identify ways to work smarter in an effort to help offset the cost of these investments. Many of the savings opportunities are around strategies to work differently organizationally or use technology to reduce payroll needs or expense. For example, we believe our largest area of opportunity in achieving operational excellence is in making our stores more productive. The general consumer shift to online shopping has negatively impacted our store sales

~~productivity without reducing the stores’ significant fixed expenses. Numerous operational excellence strategies are underway to help us reduce our store operational costs, such as:~~

~~Leveraging technology such as enhanced applications for mobile and handheld devices carried by our store associates;~~

~~Reducing the square footage of our stores, both operationally and physically to achieve greater efficiency;~~

~~Leveraging our stores as fulfillment centers for online orders through initiatives such as Buy Online Pickup in Store, Ship From Store, and a new option that~~he will become ~~available for our online customers in 2018, Buy Online Ship to Store.~~

~~Leadership Succession Planning~~

In 2017, we executed several important steps in our multi-year leadership succession planning. In the third quarter of 2017, we announced a significant milestone with respect to our most senior leadership succession:

~~Mr. Mansell will retire as the Chairman of the Board,~~ Chief Executive Officer ~~and President and as a director effective as~~ of the ~~close of Kohl’s 2018 Annual Meeting of Shareholders;~~

footwear retailer’s parent company, Designer Brands Inc.

■

On June 1, 2022, the Company appointed Ms. ~~Gass has been appointed as~~Raymond to Interim Chief ~~Executive Officer-elect and will serve as Chief Executive~~Marketing Officer effective ~~upon~~immediately.

■

On July 15, 2022, the Company announced that Mr. ~~Mansell’s retirement;~~

~~Ms. Chawla has been appointed President-elect~~Gaffney, the Company’s Senior Executive Vice President, Chief Technology and ~~will serve as President upon~~Supply Chain Officer, would be departing the Company effective August 1, 2022. In connection with his departure, Mr. ~~Mansell’s retirement;~~

~~Ms. Gass will stand for election~~Gaffney was entitled to the ~~Kohl’s Board of Directors at our 2018 Annual Meeting of Shareholders; and~~

~~Kohl’s Board of Directors intends to appoint one of its independent directors as chair.~~

~~In conjunction with these senior leadership changes, the Committee took the following actions:~~

~~Increased Ms. Gass’ and Ms. Chawla’s base salaries to $1,400,000 and $1,200,000, respectively;~~

~~Increased the high end of Ms. Gass’ and Ms. Chawla’s annual bonus opportunity under our Annual Incentive Plan to 250% of base salary and 225% of base salary, respectively;~~

~~Awarded Ms. Gass a $6 million grant under our 2017-2019 LTIP;~~

~~Awarded Ms. Chawla a $3 million grant of restricted shares; and~~

~~Increased Ms. Gass’ and Ms. Chawla’s annual LTIP award target value to $6 million and $3 million, respectively.~~

~~In the second quarter of 2017, Mr. Besanko joined Kohl’s as Chief Financial Officer, replacing Mr. McDonald who had retired earlier~~separation benefits outlined in the ~~year.~~Potential Payments Upon Termination or Change of Control section of this proxy statement.

■

On July 15, 2022, the Company also announced that Ms. Mc Feeney was being promoted to Senior Executive Vice President, Chief Technology Officer effective July 16, 2022. The details of ~~Mr. Besanko’s~~Ms. Mc Feeney’s compensation package are described below, but ~~include~~included the following:

■

Base salary of ~~$900,000;~~

$650,000;

■

Annual bonus opportunity under our Annual Incentive Plan with a target of ~~zero to 200%~~110% of ~~his~~her base salary;

and

~~$1.75 million grant under our 2017-2019 LTIP;~~

~~One-time signing incentive of $250,000; and~~

■

~~Recruitment~~Promotional grant of restricted ~~shares~~stock units with a grant date value of $4$2 million.

~~All~~

■

On August 16, 2022, the Company promoted Ms. Raymond to the position of ~~these~~Senior Executive Vice President, Chief Marketing Officer. The details of Ms. Raymond’s compensation ~~adjustments~~package are described ~~in detail~~ below, ~~in this Report.~~

but included the following:

■

Base salary of $670,000;

■

Annual ~~Committee Actions~~

~~Upon review and consideration of Kohl’s 2017 results, the Committee took the following actions in January and February 2018:~~

determined that the performance ratings of Mses. Gass and Chawla and Messrs. Mansell and Schepp were “Consistently Exceeds Expectations,” which is the highest ranking in our three tier evaluation program;

determined that the performance rating of Mr. Besanko was “Fully Meets Expectations,” which is the middle ranking in our three tier evaluation program and a standard rating for an executive who was not a Kohl’s employee for the entire fiscal year;

~~granted a 2.66% base salary increase to Mr. Schepp, which is 66 basis points higher than the average increase granted to the remainder of our salaried associates;~~

~~granted a 1.50% base salary increase to Mr. Besanko, which is 50 basis points less than the average increase granted to the remainder of our salaried associates;~~

~~awarded annual incentives to the NEOs pursuant to~~bonus opportunity under our Annual Incentive Plan with a target of 110% of her base salary; and

■

Promotional grant of restricted stock units with a grant date value of $2 million.

■

On August 16, 2022, the Company increased Ms. Timm’s salary, bonus and equity targets in connection with her assumed responsibility for the Company’s Credit business at that time. The details of Ms. Timm’s compensation package are described below, but included the following:

■

Base salary of $900,000;

■

Annual bonus opportunity under our Annual Incentive Plan with a target of 130% of her base salary; and

Kohl’s Corporation| 2023 Proxy Statement

TABLE OF CONTENTS

Executive Compensation

■

Annual long-term incentive award target of $2 million.

■

On November 8, 2022, the Company announced that Ms. Gass had resigned from her positions as Chief Executive Officer of the Company and a member of its Board, effective December 2, 2022. It was later announced that Ms. Gass had been hired as President of Levi Strauss & Co. with the expectation that she will ultimately succeed to the position of Chief Executive Officer of Levi Strauss & Co.

■

On November 8, 2022, the Company also announced that its Board had appointed Mr. Kingsbury as the Company’s Interim Chief Executive Officer effective December 2, 2022. The details of Mr. Kingsbury’s compensation package were previously disclosed and are described below, but included:

■

An annualized base salary of $1,475,000;

■

Eligibility to participate in the fiscal 2023 Annual Incentive Plan with a target award of 175% of his base salary, subject to total Company performance and prorated based on the number of days he serves in the Interim CEO role during fiscal 2023; and

■

An award of restricted stock units with a grant date value of $3,775,000.

While Mr. Kingsbury was serving as the Company’s Interim Chief Executive Officer,

he did not receive compensation for his service as a director of the Company.

■

On November 29, 2022, Ms. Timm, the Company’s Chief Financial Officer, received a cash retention award in recognition of her ongoing contributions to the Company and in consideration for her continued employment with the Company. As previously disclosed, the award vests and is payable in two equal installments of $450,000 each on January 1, 2024 and January 1, 2025, subject to Ms. Timm remaining employed with the Company through the payment dates.

■

On February 2, 2023 , the Company appointed Mr. Kinsgbury as the Company’s Chief Executive Officer and subsequently, on February 21st, entered into an offer letter confirming his previously disclosed compensation arrangements and addressing his LTIP awards for fiscal 2023 and later.

■

In March 2023, the Company agreed with Mr. Chini, our Chief People Officer, that he would transition out of his role in April, but would serve as a senior advisor until November 2023 until his retirement and to assist with the transition of his role to his successor. As part of the transition arrangement, the Company approved a pro-rata bonus for Mr. Chini for the period he will serve as Chief People Officer.

2022 SHAREHOLDER ENGAGEMENT

Regular engagement with our shareholders throughout the year is a core tenet of our strong governance and compensation practices. In Fall 2022, the Company reached out to shareholders representing more than 70% of shares outstanding and met with shareholders representing more than 50% of shares outstanding. Directors participated in many of these engagements, and feedback was shared with our Board. Open and constructive dialogue with shareholders on governance matters, including executive compensation, facilitates alignment on policies and practices. Throughout our discussions, we heard broad support for our compensation philosophy and program structure.

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PAY FOR PERFORMANCE

The Committee has consistently applied a critical pay-for-performance philosophy to its decisions, and in alignment with that philosophy, the goals for incentive compensation performance metrics are intended to be difficult to achieve. Failure to achieve target goals has significant consequences, while

success is rewarded. For example, the Company did not achieve our fiscal 2022 financial goals and our NEOs did not receive any annual incentive payments. No modifications were made to the 2022 Annual Incentive Plan following adoption, and this is the

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second time in four years that no payments were made under the Annual Incentive Plan to NEOs.

Similarly, last year, our 2019-2021 LTIP objectives, as originally set in early 2019, were not achieved. Notably, a majority of the performance period was highly impacted by the COVID-19 pandemic, which was entirely outside of the control of management. Despite this, no adjustments were made due to the COVID-19 economic impact to the 2019-2021 LTIP, and executives received no PSU payout under the 2019-2021 LTIP.

In contrast, our 2020-2022 LTIP objectives initially set during the peak of the pandemic and revised higher in December 2020, were significantly exceeded. When the Committee met in March 2020 to set the specific three-year goals for the performance criteria under the 2020-2022 LTIP, all of the Company’s stores were closed and the duration and consequences of the pandemic were uncertain. Accordingly, the Committee set targets based on the best available information at the ~~maximum level for 2017; and~~

~~determined~~time, with the understanding that ~~PSUs granted to~~ the ~~NEOs in 2015,~~three-year targets would be reevaluated before the ~~value~~end of ~~which~~fiscal 2020. In December 2020, after determining that Kohl’s

performance-to-date was ~~dependent upon Kohl’s sales and earnings performance in fiscal years 2015 through 2017, would vest at 25.1% of their targeted value.~~

~~The Committee believes all of these actions were appropriate and in line with its philosophy.~~

~~Say on Pay~~

The Committee is pleased with our shareholders’ strong support of our NEO compensation program. Each year at our Annual Meeting of Shareholders, we hold an advisory vote on the compensation of our NEOs. Our shareholders have consistently shown strong support for our NEO compensation, with an average of approximately 94% of the votes cast by our shareholders in favor of this compensation during the last five annual advisory votes.

~~Based on this strong support,~~exceeding initial expectations, the Committee ~~believes that our policies, practices, and programs are in line with our shareholders’ expectations. In accordance with its charter,~~significantly increased the ~~Committee reviews the voting results on an annual basis. Following~~previous targets for each of the ~~previous votes,~~three-year performance goals. The net sales target was raised by 11%, the ~~Committee has considered whether any~~operating income target was raised by 161%, and the operating cash flow target was raised by 259%. Importantly, however, no adjustments were ~~warranted based~~made to the size of the original awards granted to management. The exceptionally strong results in 2021 had a positive impact on the 2020-2022 LTIP with EPS setting a record for the Company.

LONG-TERM BUSINESS STRATEGIES

As part of our commitment to create long-term shareholder value and stay ahead in the rapidly changing retail environment, management introduced a new strategic framework in October 2020.

Following a record year of earnings per share in 2021, the Company reported a loss of $0.15 per share in 2022 driven by lower sales, inflationary cost pressures, increased strategic investments, and inventory-related actions to improve its positioning entering 2023. Despite financial results not meeting its expectations due to the challenging macroeconomic conditions, Kohl’s continued to make important progress against its strategy in 2022. The Company took additional steps towards driving improved sales and profitability with increased

investments in the beauty and outdoor categories, which generated positive returns.

		THE COMPANY’S FOUR KEY FOCUS AREAS CONTINUE TO BE:

		1.				2.
		DRIVING TOP LINE GROWTH				EXPANDING OPERATING MARGIN

		3.				4.
		MAINTAINING DISCIPLINED CAPITAL MANAGEMENT				SUSTAINING AN AGILE, ACCOUNTABLE, AND INCLUSIVE CULTURE

Driving Top Line Growth

Kohl’s net sales in 2022 decreased 7.1% year-over-year, driven by the challenging macroeconomic conditions. High inflation dampened consumer spending across the broader retail industry, and especially in the discretionary categories Kohl’s offers. The Company emphasized its core value messaging, which led to outperformance of its value-oriented private brands. Management remained focused on executing against its strategy and further increased its investment in key growth initiatives. The Company expanded its partnership with Sephora, the largest prestige beauty retailer in the world, opening more than 400 additional Sephora at Kohl’s shops in 2022, which attracted millions of customers and resulted in significant beauty sales growth.

This partnership now brings the “Sephora at Kohl’s” experience to customers at more than 600 stores and online, and will be expanded to at least 850 locations in 2023. This strategic partnership is transforming Kohl’s into a leading beauty destination, driving incremental customer traffic, and positively impacting sales across other categories. Kohl’s stores with Sephora continue to outperform the balance of the chain, attracting new, younger and more diverse customers. In addition, Kohl’s sales benefited from expanding its outdoor assortment with newer brands like Eddie Bauer and Lands’ End and existing brands like Columbia Sportswear.

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		600+
		Sephora at Kohl’s Now Open

		400
		Additional Sephora at Kohl’s Launched in 2022
		The “Sephora at Kohl’s” Experience will be expanded to at least 850 locations in 2023.

Expanding Operating Margin

The Company’s operating margin contracted to 1.4% in 2022, driven by lower sales, inflationary cost pressures, increased strategic investments, and inventory-related actions to improve its positioning entering 2023. Kohl’s remains committed to managing the business to a long-term operating margin goal of 7% to 8%.

Maintaining Disciplined Capital Management

In 2022, management remained committed to prudent balance sheet management and returning capital to shareholders. The Company strengthened its liquidity position by replacing and upsizing its $1.0 billion revolver with a $1.5 billion secured facility

and returned approximately $900 million in capital to shareholders in 2022 through share repurchases and dividend payments. In early 2022, Kohl’s doubled the quarterly cash dividend on its common stock to $0.50 per share, which equates to an annual dividend of $2.00 per share.

~$900M

Capital Returned
to Shareholders

In 2023, the Company bought back $658 million in shares and paid $239 million in dividends.

Sustaining an Agile, Accountable, and Inclusive Culture

In the context of these ~~results.~~ key strategic focus areas, the Company outlined the following priorities for 2023: enhancing the customer experience, accelerating and simplifying its value strategies, managing inventory and expenses with discipline, and strengthening the balance sheet.

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THIRD-PARTY AWARDS AND RECOGNITION

Disability:IN
Disability Equality Index
Best Places to Work for
Disability Inclusion

Recognizes Kohl’s long-standing commitment to diversity and inclusion and distinguishes the company as a “Best Place to Work for Disability Inclusion” (1st year achieving a score of 100)

Hispanic Association on
Corporate Responsibility
(HACR)Corporate
Inclusion Index

Assesses Kohl’s Hispanic inclusion efforts and outcomes (achieved a 5-star rating in the 2022 HACR Corporate Inclusion Index—Employment)

Human Rights Campaign
Corporate Equality Index
Best Places to Work for
LGBTQ Equality

Recognizes U.S. businesses in the evolving field of lesbian, gay, bisexual, transgender and queer equality in the workplace (3rd year achieving a 100% score)

Diversity ImpactAwards

Leader in the measurement of the impact and performance of companies ERG or Diversity Council (top 10 enterprise ERG for the 2nd year)

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DiversityInc
Top 50

Leading assessment of diversity management in corporate America (3rd year recognized)

AnitaB.org
Top Companies for Women
Technologists

Recognizes companies committed to building workplaces where women in technology can thrive (4th year recognized)

Seramount
Best Companies for Multicultural Women

Recognizes organizations that have had success moving multicultural women into professional and leadership positions (3rd year recognized)

Seramount
100 Best Company

Evaluates everything that impacts working mothers, including parental leave, phasing back, fertility benefits, adoption, child- and dependent-care benefits, flexible scheduling, mentoring, sponsorship and opportunities for advancement (2nd year recognized)

Seramount
Inclusion Index

Assesses corporate efforts at hiring and promoting women, ability to measure other underrepresented groups on a country-specific basis, creating inclusive cultures, and holding country leaders and managers accountable for results

In addition, management continues to build on the Company’s overall commitment to Environmental, Social, and Corporate Governance (“ESG”) leadership.

We have established 2025 goals related to climate change, waste and recycling, and sustainable sourcing, and Kohl’s has earned many ESG-related awards.

ESG-RELATED AWARDS

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S&P Global
Sustainability Yearbook

Included in the S&P Global Sustainability Yearbook for the first time in 2021 as one of only two U.S. retailers and one of 16 globally

Dow Jones
Sustainability North
America Index

Named to the 2022 Dow Jones Sustainability North America Index for the 5th year and one of only 7 U.S.-based retailers to be named to the list

Carbon Disclosure Project

Awarded an A – CDP ranking in 2022 and recognized at the CDP’s Leadership Level for the 4th consecutive year

EPA
2022 SmartWay®
High Performer List

Recognized on the SmartWay® 2022 High Performer List as an industry leader in the environmental and energy performance of our freight supply chain

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EPA2022 ENERGY STAR Partner of the Year Award

Selected by the EPA as a 2022 ENERGY STAR Partner of the Year winner for Sustained Excellence for the 11th consecutive year

EPA
Green Power List

Named on the EPA’s Green Power Top 30 Retail list since 2014

Solar Energy Industries Association

Ranked 4th among corporate users for the total number of solar installations and 11th for total installed on-site solar capacity by Solar Energy Industries Association

EthisphereWorld’s Most
Ethical Companies

Recognized as one of the World’s Most Ethical Companies (2019, 2020, 2021, 2022 and 2023) by Ethisphere, a global leader in defining and advancing the standards of ethical business practices

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ELEMENTS OF OUR COMPENSATION PROGRAM AND SUMMARY OF COMPENSATION PAID

The primary elements of direct compensation for the NEOs are shown below.

Pay Element

Purpose

Basis for Setting Amount or Earning Award

◀ FIXED ▶

Short-
Term

BASE SALARY

Regular, fixed source of income tied to the scope and responsibilities of each executive to compensate for their day-to-day efforts

Encourages retention and attraction of top talent and recognizes effective leadership

Initial salary based on experience, responsibilities and the importance of the position to Kohl’s, as well as market benchmarking

Annual adjustments, if any, based on individual and Company performance and competitive marketplace data

◀ AT RISK / VARIABLE ▶

ANNUAL INCENTIVE

At-risk cash compensation provides eligible executives with a financial incentive that encourages them to perform in a manner that will enable Kohl’s to achieve or exceed its short-term financial performance and strategic goals

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For fiscal 2022, a mix of absolute objective performance measures set at the start of the year focused on net sales (50%) and operating income (50%). A threshold payment can also be earned if the company outperforms the Performance Index in sales and/or net income

Long-
Term

LONG-TERM EQUITY
INCENTIVE

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Combination of three-year performance share units (60%) and time-based restricted stock units that vest over four years (40%)

Incent and reward sustained performance and long-term growth, create an incentive for future performance, create a strong retention incentive and closely align our executives’ long-term interests with those of our shareholders

For fiscal 2022-2024, performance share units have three-year targets for cumulative net sales (50%), operating margin (25%) and operating cash flow (25%). A threshold payment can be earned if the Company outperforms the Performance Index in sales and/or net income. The final payout will be modified +/- 25% if the Company’s TSR is above the 75th percentile or below the 25th percentile of a broad group of retailers in the TSR Modifier

The Committee ~~values our shareholders’ input and is always looking for ways to improve alignment between executive compensation and our objective of increasing long-term shareholder value.~~

~~Philosophy and Objectives~~

We believe executive compensation should be directly linked to corporate performance with the ultimate objective of increasing long-term shareholder value. For this reason, the majority of our executives’ compensation is earned only upon achievement of performance targets, such as sales, net income, total shareholder return and other financial measurements selected to reinforce the critical linkage between pay and performance. Our use of equity in our compensation program and share ownership requirements create a strong alignment of the interests of our executives with those of our shareholders.

~~Our executive compensation program has been designed to achieve the following objectives:~~

~~Provide a competitive total compensation package that enables us to attract, motivate and retain key personnel;~~

~~Support the achievement of our short- and long-term business and strategic objectives by:~~

~~Providing short-term opportunities through our annual incentive program that are directly linked to corporate performance goals that drive long-term performance;~~

~~Providing long-term opportunities through equity awards granted under our long-term incentive program that align executive compensation with the creation of long-term shareholder value;~~

~~Provide compensation opportunities that are competitive, internally equitable and linked to demonstrated achievements;~~

~~Promote ownership of Kohl’s stock by our senior executives through equity-based pay and share ownership requirements in order to align their economic interests with those of our shareholders; and~~

~~Provide a balanced compensation program which does not create risks that are reasonably likely to have a material adverse effect on our Company.~~

~~Our executive compensation program is comprised of three primary elements:~~

~~Base salary;~~

~~Annual incentive compensation; and~~

~~Long-term equity based incentive compensation.~~

~~The Committee has the flexibility to use~~uses these elements, along with certain benefits and perquisites, in proportions that will most effectively accomplish our business and strategic objectives. ~~To ensure~~

Based on Kohl’s 2022 results, the Compensation Committee authorized payouts on the incentive plans as follows:

■

No annual incentives were awarded to NEOs because the Company did not achieve our fiscal 2022 financial goals; and

■

Performance-based awards granted pursuant to the 2020-2022 Long Term Incentive Plan (LTIP) paid out at 200%

The Committee believes both of these actions were appropriate and in line with its philosophy as outlined below.

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SAY ON PAY AND SHAREHOLDER OUTREACH

Kohl’s executive compensation programs are directly linked to corporate performance, with the objective of increasing long-term shareholder value. Since 2011, we have held an advisory shareholder vote on the compensation of our NEOs at every annual meeting of shareholders. The Committee is pleased that our ~~pay is competitive, the Committee compares total compensation levels~~shareholders have consistently shown strong support for our ~~executives to pay at other retail companies of similar size. The Committee does not position executives’ target total direct~~NEO compensation, ~~to a specific percentile~~averaging over 90% of the ~~market data. Instead~~votes cast by our shareholders in favor of approving this compensation over the ~~Committee considers whether each executive~~last decade.

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We recognize that we received a lower-than-average support on “say-on-pay” last year in connection with our contested proxy fight, with approximately 76% of the votes cast by our shareholders in favor of approving this compensation last year. Regular engagement with our shareholders throughout the year is ~~competitively positioned relative to that market data on~~ a ~~case-by-case basis.~~

~~Risk Assessment~~

~~Each year, we review and analyze whether our compensation plans, policies and practices create material risks to Kohl’s. As part of this analysis, we review all~~core tenet of our strong governance and compensation ~~plans,~~practices. Open and constructive dialogue with shareholders on governance matters, including executive compensation, facilitates alignment on policies and practices. ~~We also consider~~Before last year’s vote, we had received generally positive feedback on our compensation program from investors. In connection with the ~~potential impact~~contested election of ~~each~~directors last year, we knew the activist investors leading the then-current proxy fight and those part of the prior year’s settlement, who together held almost 8% of our shares of record,

would contribute a significant vote against our pay program. Following last year’s vote, in Fall 2022, the Company reached out to shareholders representing more than 70% of shares outstanding and met with shareholders representing more than 50% of shares outstanding. Directors participated in many of these engagements, and feedback was shared with our Board. Throughout our discussions, we heard broad support for our compensation ~~plans, policies~~philosophy and ~~practices~~program structure. In particular, our return to objective metrics—following the use of subjective metrics for 2020 as a result of temporary store closures related to the pandemic—was strongly appreciated. Our investors broadly supported using the same compensation metrics for 2022. Based on all of the risk factors we have identified in our public filings. Management has engaged a third party compensation consultant (who is separate and independent from the Compensation Committee’s compensation consultant) to assist in this process and give a separate risk assessment. Following these analyses,that shareholder outreach, the Committee ~~and the consultant agreed with management’s conclusion~~believes that our ~~compensation~~policies, practices, and programs ~~do not create risks that~~continue to be in line with our shareholders’ expectations, and we are ~~reasonably likely to have a material adverse effect~~focused on ~~the Company.~~

~~The Committee believes~~continued alignment with shareholder expectations.

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Philosophy and objectives

We believe executive compensation should be directly linked to corporate performance and progress on our strategic plans, with the ultimate objective of increasing long-term shareholder value. To that end, our executive compensation program is designed to achieve the following objectives:


		1.				2.
		Provide a competitive total compensation package that enables us to attract, motivate and retain key personnel.				■ Support the achievement of our short and long-term business and strategic objectives by linking the majority of our executives’ compensation to rigorous performance targets. ■ Following a one-year change during COVID, the Committee previously returned to our long history of making payouts under both the annual and PSU portion of our long-term incentive programs dependent upon achievement of objective financial goals. The goals are based directly on the annual operating plan established for the business at the beginning of each fiscal year.


3.	4.	5.
Ensure that compensation opportunities are internally equitable.	Promote ownership of Kohl’s stock by our senior executives through equity-based pay and robust share ownership requirements in order to align our executives’ economic interests with those of our shareholders.	Provide a balance of incentive opportunities that do not create risks that are reasonably likely to have a material adverse effect on Kohl’s.

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Structure for determining executive compensation plans, policies and practices are designed to reward performance that contributes to overall Company performance and the achievement of long-term and short-term Company goals. These plans, policies and practices do not encourage or incentivize individuals to take actions that expose the Company to risks that are inconsistent with the Company’s strategic plan. The amount of each type of compensation awarded to or earned by our management team is determined either solely by reference to Company-wide performance (e.g., annual incentive compensation and long-term incentive awards) or a combination of Company-wide performance and individual performance (e.g., base salary increases).

Our long-term compensation is in the form of equity and the Committee has adopted share ownership guidelines, which require our NEOs to continuously own a substantial amount of equity during their employment. Equity based long-term incentives, coupled with meaningful share ownership requirements, align our executives’ long-term interests with those of our shareholders and discourage excessive risk taking intended to drive short-term results at the expense of long-term shareholder value enhancement. We also maintain a

clawback policy that enables the recapture of previously paid incentive compensation in certain circumstances involving a financial restatement. The Committee believes our long-term incentive program motivates and rewards our executives for decisions that may not produce short-term results but will likely have a positive long-term effect, such as those related to investments in our infrastructure and increasing our market share. Our executives are not compensated for discrete transactions, decisions or other actions.

~~Determining Executive Compensation~~

Our Committee oversees the compensation programs for our directors and NEOs. Those programs are administered by management in accordance with the policies developed by the Committee. Information concerning the structure, roles and responsibilities of the Committee can be found in the “Questions and Answers about our Board of Directors and Corporate Governance Matters” section of this proxy statement.

~~Compensation Committee Meetings & Advisors~~

COMPENSATION COMMITTEE MEETINGS AND ADVISORS

The Committee meets ~~throughout the course of each fiscal year~~regularly to review ~~issues with respect to~~ executive compensation matters. ~~In addition to preparation meetings and calls, the Committee met six times in fiscal 2017.~~ Prior to each meeting, the ~~Chairman~~Chair of the Committee ~~prepares~~approves the meeting agenda created with the assistance of our Chief ~~Administrative Officer.~~People Officer and our General Counsel and Corporate Secretary. The ~~Chairman~~Chair may ~~but is not required to,~~ invite members of management, other directors or ~~other members of our Board of Directors~~third party consultants to attend portions of meetings as ~~deemed~~ appropriate. The Chief Executive Officer, Chief ~~Administrative~~People Officer and General Counsel and ~~various other executives~~Corporate Secretary typically attend Committee meetings, but do not attend executive sessions unless invited by the Committee for a specific purpose. During the course of three of its meetings in ~~2017,~~fiscal 2022, the Committee held executive sessions without management present to discuss executive development and succession plans and to make compensation-related decisions.

~~As set forth in the Committee’s charter, the~~

The Committee has the authority to retain and terminate any compensation consultant or ~~its own~~ independent legal, accounting, or other advisors in ~~its~~the Committee’s sole discretion. Before retaining any such advisor, the Committee reviews the proposed advisor’s independence, ~~of such advisor,~~ taking into account all

relevant factors, including ~~the factors~~those specified in ~~Securities~~SEC rules and ~~Exchange Commission rules and~~the New York Stock Exchange listing standards. The Committee is solely responsible for the appointment, compensation, and oversight of the work performed by any such consultant or advisor. ~~Kohl’s is committed to providing appropriate funding for~~The Committee annually reconsiders independence, proposed fees, and overall engagement of any such outside compensation advisor.

For 2022, Semler Brossy Consulting Group, LLC (“Semler Brossy”) served as the ~~payment of reasonable~~Committee’s independent outside compensation ~~to any advisors retained~~advisor. Semler Brossy participated in Committee meetings as invited by the ~~Committee.~~

Committee Chair. The ~~Committee retains an~~Committee’s independent outside compensation advisor ~~Steven Hall of Steven Hall & Partners (“SH&P”). Mr. Hall participates~~participated in all Committee meetings ~~as directed by~~related to both establishing the incentive plans and determining the payouts of the plans, providing the Committee ~~Chairman. SH&P~~with advice and counsel on the corresponding implications for both management and shareholders. Semler Brossy does not provide any other services to Kohl’s and ~~Mr. Hall~~ does not have any executives with any business or professional relationships with any member of Kohl’s management or the Committee. ~~SH&P’s independence, proposed fees and overall engagement are reconsidered by the Committee on an annual basis.~~

~~Key Compensation Reports~~

~~While the~~

KEY COMPENSATION REPORTS

The Committee reviews and considers a wide variety of information ~~from numerous data sources throughout the year,~~that informs compensation levels for our NEOs, including both executive compensation summaries and a benchmarking analysis.

Executive Compensation Summaries

At least annually, the Committee ~~receives two principal reports during the year related to~~reviews an executive compensation ~~levels paid to our NEOs. The first report is a~~summary, or tally sheet, ~~on each NEO. The second report is a benchmarking analysis for our top executives.~~

~~Tally Sheets~~

~~The Committee annually reviews tally sheets~~ for each executive officer. These are comprehensive summaries of ~~our NEOs, which present a comprehensive summary of the~~each executive’s compensation, ~~including the following information:~~

including:

■

The total compensation paid, ~~to each executive during the prior fiscal year,~~ including base salary, annual cash incentives, long-term incentive awards, health and welfare benefits, and perquisites;

■

The fair market value of ~~each NEO’s~~the executive’s equity holdings and the vesting schedules for unvested equity compensation awards; and

■

A summary of the potential severance benefits payable to the executive upon certain employment termination events.

~~Tally sheets provide~~

The executive compensation summaries help the Committee ~~with an overview of~~understand the overall impact of our compensation ~~programs. They~~programs, and they are ~~also~~ useful ~~in several other ways, including informing the Committee about~~for demonstrating the relationship between different components of ~~pay and monitoring each executive’s compliance~~pay. Together with ~~our share ownership guidelines. They also show~~additional equity holding power reports the Committee receives, the executive compensation summaries show the level of wealth creation available and the retention value ~~that exists from~~generated by unvested equity awards. Finally, ~~tally sheets~~these executive compensation summaries provide competitive context for decisions about compensation arrangements and the level of benefits they provide (e.g., severance benefits).

Benchmarking Analysis

Each year, ~~SH&P~~the Committee’s independent compensation consultant presents a comprehensive benchmarking analysis comparing compensation paid to our executives with the compensation packages of executives employed by a group of retailers ~~with whom~~that we ~~compete for talent.~~refer to as our Compensation Benchmarking Peer Group, which is discussed in further detail below. This year’s analysis was presented by Semler Brossy. The Committee reviews each component of executive compensation independently and italso reviews aggregate

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compensation levels paid to ~~the~~Kohl’s senior officers against that paid by our retail ~~competitors in an effort to design the executive compensation program to result in a competitive pay package.~~competitors. The Committee considers whether each executive is competitively positioned relative to that market data on a case-by-case basis rather than targeting any particular percentile across all positions.

~~Together with SH&P,~~

At its meetings in both November 2021 and November 2022, the Committee ~~performs an~~reviewed a detailed benchmarking report prepared by its independent compensation consultant that included information on the following components of compensation for each of the executive officers:

		■ base salaries				■ target annual incentives
		■ target long-term incentives				■ target total direct compensation

When evaluating executive officer compensation decisions in fiscal 2022, the Committee considered the executive compensation summaries reviewed in November 2021, the benchmarking analysis and various factors unique to each executive, including, but not limited to: individual performance, importance of role, tenure, years of work experience, internal equity comparisons and succession planning considerations. To this end, it was noted that the benchmarking data indicated that all of the executive officers’ compensation levels, including the amortized value of all outstanding equity compensation awards, were consistent with the Committee’s philosophies and objectives, as well as typical market practices.

Other References

With the help of its independent compensation consultant, the Committee reviews numerous data sources to ensure ~~that~~we use the most relevant compensation information available in developing and administering our compensation programs. Our primary sources of industry compensation information are our peers’ public filings with the SEC and the Korn Ferry Retail Survey.

Compensation Benchmarking Peer Group

The Compensation Committee has historically utilized a Compensation Benchmarking Peer Group to analyze our compensation practices. At least annually, the Committee works with its independent compensation consultant to determine whether this peer group ~~of companies used for compensation benchmarking purposes~~ continues to ~~reflect~~comprise the most appropriate comparative ~~companies. In considering which~~ companies ~~should~~in light of the dynamic retail environment, and makes adjustments as necessary. Maintaining a rigorous and appropriate peer group has proven to be ~~included~~a challenge in this dynamic and changing retail environment, as, among other shifts, several of the Company’s ~~peer group,~~traditional competitors have been driven into bankruptcy or gone out of business.

To establish the Compensation Benchmarking Peer Group, the Committee considers many criteria, ~~including the following:~~

including:

■

Whether ~~the proposed~~each comparator company is in the same or a similar segment of the retail industry as Kohl’s;

■

Whether ~~the proposed~~each comparator company is similar to Kohl’s in terms of ~~size,~~ size—including revenues, total assets, and market capitalization;

■

The complexity and scope of ~~the proposed~~each comparator company’s business;

■

The similarity of ~~the proposed~~each comparator company’s business model to Kohl’s business model;

■

Whether ~~the proposed~~each comparator company competes with Kohl’s for profits and talent; and

■

Other characteristics unique to Kohl’s or the retail industry, which could include things like growth trajectory and ~~corporate~~business strategies.

~~Following an extensive review of its compensation peer group and other possible comparators,~~In August 2021, the Committee determined that the ~~2017~~November 2021 compensation analysis (used in evaluating executive officer compensation decisions in fiscal 2022) would be based upon the ~~same peer group as used~~following Compensation Peer Group, which was reaffirmed in ~~2016:~~

   Market
Capitalization
($ Billions)* Revenue
($ Billions)*
•    Bed, Bath & Beyond Inc.
4.4 12.2
•    The Gap, Inc.
8.7 15.5
•    J.C Penney Company, Inc.
1.4 12.5
•    L Brands, Inc.
15.5 12.6
•    Macy’s, Inc.
7.1 25.8
•    Nordstrom, Inc.
7.9 14.8
•    Ross Stores, Inc.
22.5 12.9
•    Sears Holding Corporation
1.0 22.1
•    The TJX Companies, Inc.
46.4 33.2

Median
7.9 14.8
Kohl’s Corporation
6.6 18.7

*August 2022 for the November 2022 compensation analysis:

2023 Proxy Statement |Kohl’s Corporation

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Executive Compensation

Company	20 Trading Day Market Capitalization(1) ($ Billions)		Revenue(1) ($ Billions)
Best Buy Co., Inc.		15.7		50.8
The TJX Companies, Inc.		68.1		49.9
Dollar Tree, Inc.		36.1		26.7
Macy’s, Inc.		5.0		26.0
		4.3		19.3	◀ Kohl’s Corporation
Ross Stores, Inc.		26.1		18.7
Gap, Inc.		3.2		16.1
Nordstrom, Inc.		3.5		15.3
Dick’s Sporting Goods, Inc.		6.3		12.1
Burlington Stores, Inc.		9.8		9.1
Foot Locker, Inc.		2.5		9.0
Ulta Beauty, Inc.		20.3		9.0
Bed, Bath & Beyond, Inc.		0.4		7.4

(1)

All market capitalization &and revenue data isare rounded. Revenues are ~~2016 revenues~~trailing four quarters and market capitalization ~~data was~~is as of ~~June 30, 2017.~~

July 15, 2022.

Customer Segment

Product Segment

Company

High-End

Mid-Tier

Off-Price

Active/Shoes

Apparel

Home

Beauty

Multiline

Bed, Bath & Beyond, Inc.

Best Buy Co., Inc.

Burlington Stores, Inc.

Dick’s Sporting Goods, Inc.

Dollar Tree, Inc.

Foot Locker, Inc.

Gap, Inc.

Macy’s, Inc.

Nordstrom, Inc.

Ross Stores, Inc.

The TJX Companies, Inc.

Ulta Beauty, Inc.

The Committee believes this ~~peer group includes~~Compensation Benchmarking Peer Group continues to include retail companies ~~with similar business concepts to ours~~that fulfill the criteria set in establishing the group and ~~provides a relevant group of~~ that the included

companies ~~representing~~represent an appropriate range of revenue and market capitalization against which to compare our pay practices in the ~~future. The Committee will continue to monitor the appropriateness of our comparators and make adjustments as necessary.~~

We also measure our performance against a more targeted set of peers for purposes of annual performance reviews, Annual Incentive Plan awards and the vesting of certain equity-based awards. We refer to this set of peers as our “core peer group,” which consists of:

~~J.C Penney Company, Inc.;~~

~~Macy’s, Inc.;~~

~~Sears Holding Corporation;~~

~~Target Corporation;~~

~~The Gap, Inc.;~~

~~The TJX Companies, Inc.; and~~

~~Ross Stores, Inc.~~

The Committee has determined that these companies compete with Kohl’s for market share in various categories of business. We use the core peer group because the Committee believes in certain instances, elements of compensation should be contingent upon our performance relative to our closest competitors. Although Target Corporation is not a part of our executive compensation benchmarking peer group because of its comparatively large revenues and market capitalization, Target continues to be a part of our core peer group for comparing operating metrics. The Committee will continue to monitor the appropriateness of this core peer group and make adjustments as necessary.

Together with and aided by SH&P, the Committee reviews numerous data sources to ensure that the most relevant compensation information available is being used in the development and administration of our compensation programs. The primary sources of industry compensation information used are our peers’ SEC

filings and the Hay Group Retail Industry Survey. The Committee believes that these sources of competitive compensation information are the best available at this time. The market data reviewed by the Committee in 2017 consisted of newly available data from the Hay Group’s 2017 Retail Industry Survey and information prepared by SH&P from publicly available proxy statements, Forms 8-K, and Forms 4 of our peer group companies.

At a meeting in November 2017, the Committee reviewed a detailed benchmarking report prepared by SH&P. This report included detailed information on the following components of compensation for the NEOs:

~~Base Salaries;~~

~~Target Annual Incentives;~~

~~Actual Annual Incentives paid in Fiscal 2017 based on Fiscal 2016 performance;~~

~~Target Annual Compensation;~~

~~Long-Term Incentives; and~~

~~Target Total Compensation.~~

This benchmarking data indicated that Mr. Mansell’s target total compensation level, including the amortized value of all outstanding equity compensation awards, was well below the median of CEOs within the Company’s peer group. Similarly, Ms. Gass’ target total compensation level, including the amortized value of all outstanding equity compensation awards would also be below the median when she assumes the CEO position in 2018.

The benchmarking data also indicated that the other NEOs’ compensation levels, including the amortized value of all outstanding equity compensation awards, was consistent with the Committee’s philosophies and objectives.

The Committee took all of the above information into consideration in evaluating each of the NEOs’ compensation for 2018. In particular, the Committee again reviewed the benchmarking data in February 2018 and in consultation with SH&P, determined that the grant date target value of Mr. Mansell’s and Ms. Gass’ annual LTIP awards would be increased from $6,000,000 to $7,250,000, beginning with their 2018-2020 LTIP awards. The grant for Mr. Mansell is in recognition of the long payback associated with many of the strategic initiatives started under Mr. Mansell’s leadership.

~~Pay-for-Performance~~

Pay-for-performance is a critical part of Kohl’s compensation programs. Each NEO’s performance is measured in comparison to predetermined goals. These goals are intended to be difficult to achieve, and failure to achieve them has significant consequences. The effectiveness of the Committee’s goal setting has been demonstrated over the past several years as retailers such as Kohl’s faced significant structural headwinds:

In 2015 and 2016, we did not achieve all of our financial goals. However, our sales performance exceeded that of our core peer group. In both of those years, our earnings did not meet the previously established threshold levels for a payout under our Annual Incentive Plan, but a minimum payout was made in both years in recognition of the fact that Kohl’s outperformed its peer group. In each of those two years, the NEOs received salary increases of just 1.5%.

In contrast, Kohl’s performance in 2017 was very strong. Sales increased over 2% for the year, with consistent improvement shown throughout the year. Comparable store sales during the critical fourth quarter grew by over 6%. Our margins grew and expenses as a percent of sales decreased. Kohl’s sales growth significantly exceeded that of its core peer group. As a result of this performance, our Annual Incentive Plan paid out at the maximum level. Had they been otherwise eligible to receive a base salary adjustment, our four NEOs who were with Kohl’s throughout all of 2017 qualified for a 2.66% merit increase.

near term.

Viewing performance on a cumulative three year basis, we did not achieve our targeted level of sales and earnings during fiscal years 2014 through 2016, so PSUs granted to the NEOs in 2014 as part of our LTIP vested at less than 63% of their targeted value. Similarly, we did not achieve the targeted level of sales and earnings during fiscal years 2015 through 2017, so PSUs granted to the NEOs in 2015 as part of our LTIP vested at 25.1% of their targeted value.

The Committee believes it is important that a significant portion of our NEOs’ compensation is tied to our future performance — both on an absolute basis and relative to other companies in the retail industry — in order to maximize long-term shareholder value creation. Accordingly, the aggregate compensation paid to our NEOs is weighted towards annual and long-term incentive compensation that is based upon Kohl’s absolute and relative performance.

~~The Committee sets difficult goals that must be met in order for the NEOs to maximize their compensation:~~

Each year, the Committee sets individual performance criteria for each NEO that must be achieved for the NEO to be eligible for various levels of base salary increases. In 2016 and 2017, these criteria included corporate net income, total sales growth, business specific objectives and managerial criteria, such as leadership, vision and strategic planning.

In establishing various levels of annual incentive payout opportunities, the Committee sets goals based on the Company’s absolute performance as well as the Company’s performance relative to the performance of our core peer group.

Long-term equity awards are made pursuant to our LTIP. A significant portion of the awards made pursuant to the LTIP are PSUs, with vesting contingent upon attainment of company-wide cumulative financial performance goals over a three-year performance period. The number of shares earned upon vesting of the PSUs is dependent upon Kohl’s financial performance, and the number of earned shares is subject to further positive or negative adjustment based on the returns to our investors over this same three year period.

Moreover, the value of any long-term incentive award is dependent upon the future performance of our stock price. We also maintain a clawback policy that enables the recapture of previously paid incentive compensation in certain circumstances involving a financial restatement.

~~The specifics of each of these performance criteria are discussed in greater detail below.~~

Individual roles and performance are also periodically taken into account in granting compensation increases or awards that are different than or in addition to those suggested by the guidelines. For example, annual salary increases may be adjusted based upon factors other than or in addition to an executive’s performance ratings, including, among other things, promotions, new roles and responsibilities and previous compensation increases.

Performance ~~Evaluation Process~~

The Committee’s primary consideration when setting our NEOs’ compensation is each individual’s performance against pre-established performance objectives that are intended to increase long-term shareholder value. evaluation process

The Committee uses a disciplined process to assess ~~performance. This detailed process attempts~~performance and to ~~ensure that we~~ reward and retain top ~~talent while aligning~~talent. A primary consideration when setting our ~~executives’ interests with those of our shareholders.~~

~~Each NEO’s~~executive officers’ compensation is each individual’s performance ~~is assessed on a three-point scale. During the evaluation process, points are awarded to the NEOs for each of their~~against pre-established business-specific performance objectives ~~based upon actual corporate performance and their individual performance with respect~~that are intended to ~~the individual objectives.~~

increase long-term shareholder value. The maximum number of points that can be awarded with respect to each performance objective is based on the pre-established weighting of that performance objective. The total points awarded to the NEO equals the sum of the points awarded based

on actual performance relative to each of the individual’s performance objectives. Depending on the total points awarded, the NEOs may receive one of the following ratings: (1) inconsistently meets expectations, (2) fully meets expectations, or (3) consistently exceeds expectations.

In the first quarter of each fiscal year, the Committee establishes specific performance objectives for the NEOs for that year. The objectives established by the Committee to evaluate the performance of the NEOs for fiscal years 2016, 2017 and 2018 were:

Performance Objective CEO NEOs
Net Income Goals
40 % 30 %
Total Sales Goals
40 % 30 %
Managerial Criteria, including leadership and vision, long-term strategic planning, succession planning, keeping the Board of Directors informed, enhancing diversity, and social responsibility
20 %
Business Specific Objectives & Leadership
40 %

As such, 80% of our CEO’s evaluation and 60% of our other NEOs’ evaluations are, and have been, tied directly to our corporate performance, subject to adjustment where the Committee deems appropriate.

Specific levels of sales and net income, calculated in accordance with our Annual Incentive Plan, are established for the NEOs to achieve evaluation ratings of inconsistently meets expectations, fully meets expectations, and consistently exceeds expectations.

For the CEO’s managerial criteria, no numerical targets are established and the CEO’s actual performance is assessed with respect to the criteria as a whole. The level of the CEO’s actual performance with respect to the criteria is based on the Committee’s subjective review of his or her performance. This subjective review is based on the deliberations of the Board of Directors with respect to the CEO’s performance throughout the prior year. The Committee does not necessarily attempt to identify specific contributions or achievements in making this assessment, but instead makes its determination based on the totality of these deliberations based on all available information. The judgment of individual members of the Committee may at times be influenced to a greater or lesser degree by different aspects of these deliberations.

~~The Committee delegates to the~~ CEO ~~the authority to assess~~assesses the performance of the other ~~NEOs in accordance with a pre-approved methodology. In the first quarter of each year,~~executive officers and recommends performance ratings to the Committee ~~approves the general~~each year. Given his role as Interim CEO commencing in December 2022, Mr. Kingsbury will not be given a performance ~~criteria and the weighting of each of the criteria that will be applied during the course of the year-end evaluations. Specific target levels~~appraisal for ~~corporate~~fiscal

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Executive Compensation

2022. In early 2022, however, key performance objectives ~~such as sales and net income are identical to those of the CEO, although the weighting of these objectives~~ for ~~the other NEOs may differ from those of the CEO. The CEO then establishes business-specific performance objectives~~fiscal 2022 were developed for each of the other ~~NEOs. At~~then-NEOs and reviewed with the ~~end of each fiscal year,~~

Committee, which will form the ~~CEO assesses each executive’s~~basis for their annual performance ~~against the pre-established objectives and recommends final performance ratings to the Committee.~~

~~CEO Performance Evaluations~~

~~In February 2017, the Committee assessed Mr. Mansell’s 2016 performance against the following objectives, which had been established by the Committee in the first quarter of 2016:~~

Performance Objective Inconsistently
Meets Expectations Fully Meets
Expectations
Consistently
Exceeds
Expectations
Objective
Weighting
Net Income (in millions)
<$ 653 $ 653 to 825 >$ 825 40 %
Total Sales (in billions)
<$ 18.4 $ 18.4 to 20.0 >$ 20.0 40 %
Managerial Criteria
— — 20 %
appraisals.

The Company’s adjusted net income in 2016 was $673 million, which fell within the “Fully Meets Expectations” rating range. Similarly, Total Sales were $18.7 billion, which also fell within the “Fully Meets Expectations” range. The Committee assessed Mr. Mansell’s performance on the managerial criteria as “Fully Meets Expectations.” Overall, Mr. Mansell earned a rating of “Fully Meets Expectations” for fiscal 2016.

~~In February 2018, the Committee assessed Mr. Mansell’s 2017 performance against the following objectives, which had been established by the Committee in the first quarter of 2017:~~

Performance Objective Inconsistently Meets
Expectations Fully Meets
Expectations Consistently
Exceeds
Expectations Objective
Weighting
Net Income (in millions)
<$ 472 $ 472 to 673 >$ 673 40 %
Total Sales (in billions)
<$ 17.5 $ 17.5 to 19.2 >$ 19.2 40 %
Managerial Criteria
— — 20 %

The Company’s net income in 2017 was $859 million. Excluding the impacts of the 2018 Federal tax rate changes and associated tax planning initiatives, the Company’s net income was $723 million. Both of these amounts exceed the $673 million required to achieve a “Consistently Exceeds Expectations” rating. Total Sales in 2017 were $19.1 billion, which fell within the “Fully Meets Expectations” range. The Committee assessed Mr. Mansell’s performance on the managerial criteria as “Consistently Exceeds Expectations.” Overall, Mr. Mansell earned a rating of “Consistently Exceeds Expectations” for fiscal 2017.

~~Other NEOs~~

In February 2017, Mr. Mansell recommended, and the Committee approved, a “Fully Meets Expectations” rating for each of the 2016 performance objectives that had been established for Mses. Chawla and Gass and Messrs. Schepp and McDonald. These overall ratings were based on the following:


~~Performance Objective~~	~~Ms. Chawla~~	~~Ms. Gass~~	~~Mr. Schepp~~	~~Mr. McDonald~~
~~Net Income Goals (30%)~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~
~~Total Sales Goals (30%)~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~
~~Business Specific Objectives & Leadership (40%)~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~
~~Overall Performance Rating~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~

In February 2018, Mr. Mansell recommended, and the Committee approved, the following ratings for each of the 2017 performance objectives that had been established for Mses. Chawla and Gass and Messrs. Besanko and Schepp:


~~Performance Objective~~	~~Ms. Chawla~~	~~Ms. Gass~~	~~Mr. Besanko~~	~~Mr. Schepp~~
~~Net Income Goals (30%)~~	~~Consistently~~ ~~Exceeds~~ ~~Expectations~~	~~Consistently~~ ~~Exceeds~~ ~~Expectations~~	~~Consistently~~ ~~Exceeds~~ ~~Expectations~~	~~Consistently~~ ~~Exceeds~~ ~~Expectations~~
~~Total Sales Goals (30%)~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~
~~Business Specific Objectives & Leadership (40%)~~	~~Consistently~~ ~~Exceeds~~ ~~Expectations~~	~~Consistently~~ ~~Exceeds~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~¹	~~Consistently~~ ~~Exceeds~~ ~~Expectations~~
~~Overall Performance Rating~~	~~Consistently~~ ~~Exceeds~~ ~~Expectations~~	~~Consistently~~ ~~Exceeds~~ ~~Expectations~~	~~Fully Meets~~ ~~Expectations~~	~~Consistently~~ ~~Exceeds~~ ~~Expectations~~

¹	Mr. Besanko did not complete a full fiscal year with Kohl’s, which led to the “Fully Meets Expectations” rating and is the standard rating for an executive who was not a Kohl’s employee for an entire fiscal year.

~~Elements of Executive Compensation~~

~~As described above, the aggregate~~

Fiscal 2022 compensation paid to our senior officers is comprised of three primary components, each of which is directly linked to Company performance: salary, annual incentive compensation, and long-term incentive compensation. The amount of each of these compensation components is determined based largely upon corporate performance against pre-established performance goals. Additionally, individual performance factors are included in the analysis to ensure we take into account and recognize individual contributions and efforts.

The Committee believes it is important that a significant portion of our NEOs’ compensation be tied to our corporate performance in order to align the interests of our NEOs with those of our shareholders and to emphasize the importance of maximizing long-term shareholder value. Accordingly, aggregate compensation paid to our NEOs is weighted towards annual incentive and long-term incentive compensation, both of which are “at risk” if we do not achieve our financial and strategic objectives. Additionally, our NEOs’ salary increases are determined based in large part on Company performance. This strategy reflects the Committee’s pay-for-performance philosophy.

~~Salary~~

decisions

SALARY

Salaries provide our NEOs with a regular source of income to compensate them for their day-to-day efforts in managing our Company. ~~Salaries vary depending on the executive’s experience, responsibilities, the importance of the position to the Company, and/or changes in the competitive marketplace.~~ The Committee reviews ~~and adjusts~~ salaries at least annually at the beginning of the fiscal year. ~~Any~~The Committee considers individual performance criteria, overall Company performance and overall market positioning when considering base salary increases infor the NEOs. Annual salary ~~for our NEOs are~~increases also may be based upon ~~individual performance ratings. Annual~~factors like promotions, new roles and responsibilities, and previous compensation increases. To foster internal equity, annual base salary adjustments for the NEOs ~~in any given year~~ are generally closely aligned with adjustments given to ~~the remainder of~~everyone on our management team. ~~To accomplish this objective,~~However, the Committee ~~ties the NEOs’ annual salary adjustment opportunities to the budgeted annual merit increase for the overall management team. The Committee has the right, however, to~~may deviate from ~~those practices in order~~that

practice to address other factors, including ~~the~~an executive officer’s responsibilities and experience, competitive market data, ~~for that officer’s position~~ and retention concerns.

~~Salary adjustments are closely tied~~

In April 2022, based on trends reflected in marketplace compensation data from both our peers’ public SEC filings and Korn Ferry, the Committee determined to ~~Kohl’s~~increase long-term equity grants rather than increasing base salaries for executive officers based on fiscal 2021 performance in order to achieve more heavily weighted equity in the pay mix. Total compensation remained aligned to market. As a result, all base salaries for each then-NEO were unchanged from 2021:

NEO	Fiscal 2021 Base Salary ($)		Approved Increase (%)		New Base Salary (eff. April 2022) ($)
Mr. Kingsbury		N/A		N/A		N/A
Ms. Timm		860,000		0%		860,000
Mr. Chini		772,500		0%		772,500
Ms. Mc Feeney		N/A		N/A		N/A
Ms. Raymond		N/A		N/A		N/A
Ms. Gass		1,475,000		0%		1,475,000
Mr. Gaffney		860,000		0%		860,000
Mr. Revelle		900,000		0%		900,000

Several additional salary actions were subsequently taken by the Company during fiscal 2022, primarily as ~~each NEO’s individual performance rating is heavily influenced by Kohl’s performance metrics. As detailed above, 80% of Mr. Mansell’s performance rating~~

~~is based upon Kohl’s net income and total sales growth. Likewise, net income and total sales growth comprise 60%~~a result of the ~~other NEOs’ performance objectives.~~

executive departures and promotions that took place mid-year and after.

■

In the first quarter of each year, the Committee establishes a merit increase opportunity grid for the NEOs. This grid ties merit increase opportunities to each executive’s individual performance and the budgeted percentage merit increase for Kohl’s entire management team. For fiscal years 2016, 2017 and 2018, the merit increase opportunity grid for the NEOs was as follows:

Inconsistently
Meets
Expectations Fully Meets
Expectations Consistently
Exceeds
Expectations
Base Salary Increase as a Percent of Budgeted Increase for All Exempt Associates
0 % 75 % 133 %
Example:

Increase Assuming 2% Budgeted for All Exempt Associates
0 % 1.50 % 2.66 %

~~Committee Decisions and Analysis~~

~~Fiscal 2017 Actions~~

~~In February 2017, the Committee approved the following merit increases for the NEOs, based upon their 2016 performance evaluation ratings:~~

Mr. Mansell Ms. Gass Ms. Chawla Mr. McDonald Mr. Schepp
Overall Performance Rating
Fully Meets
Expectations Fully Meets
Expectations Fully Meets
Expectations Fully Meets
Expectations Fully Meets
Expectations
Base Salary Percentage Increase
1.5% 1.5% 1.5% N/A¹ 1.5%
Base Salary Increase
$21,100 $16,750 $16,750 $0 $13,700
2017 Base Salary
$1,425,000 $1,133,250 $1,133,250 $913,500 $927,200

¹	~~Due to his planned retirement, Mr. McDonald did not receive a merit increase.~~

On September 26, 2017, Kohl’s announced Mr. Mansell’s retirement as the Chairman of the Board, Chief Executive Officer and President and as a director of Kohl’s effective as of the close of the Company’s May 16, 2018 Annual Meeting of Shareholders or any adjournment of the 2018 Meeting.August 2022, Ms. ~~Gass was appointed as Chief Executive Officer-elect and will serve as Chief Executive Officer effective upon Mr. Mansell’s retirement. In conjunction with this promotion, Ms. Gass’~~Raymond’s base salary was increased to ~~$1,400,000. At the same time, Kohl’s announced that~~$670,000 upon her promotion to Senior Executive Vice President, Chief Marketing Officer.

■

In July 2022, Ms. ~~Chawla had been appointed President-elect and will serve as President upon Mr. Mansell’s retirement. In conjunction with this promotion, Ms. Chawla’s~~Mc Feeney’s base salary was increased to ~~$1,200,000. Pursuant~~$650,000 upon her promotion to ~~the terms~~Senior Executive Vice President, Chief Technology Officer.

■

In August 2022, Ms. Timm’s base salary was increased to $900,000 and her annual incentive target was increased to 130% in recognition of ~~their respective promotion letter agreements, Ms. Gass’ and Ms. Chawla’s base salaries will next be reviewed for adjustment in early 2019.~~

~~Fiscal 2018 Actions~~

~~In February 2018, the Committee approved the following merit increases~~her assumption of responsibility for the ~~NEOs, based upon their 2017 performance evaluation ratings:~~

Mr. Mansell Ms. Gass Ms. Chawla Mr. Besanko Mr. Schepp
Overall Performance Rating
Consistently
Exceeds
Expectations Consistently
Exceeds
Expectations Consistently
Exceeds
Expectations Fully Meets
Expectations Consistently
Exceeds
Expectations
Base Salary Percentage Increase
N/A¹ N/A² N/A³ 1.5% 2.66%
Base Salary Increase
N/A¹ N/A² N/A³ $13,500 $24,700
2018 Base Salary
$1,425,000 $1,400,000 $1,200,000 $913,500 $951,900
Company’s Credit business at that time.

¹	~~Due to his planned retirement, Mr. Mansell did not receive a merit increase.~~

²	Pursuant to the September 25, 2017 letter agreement between Ms. Gass and Kohl’s confirming Ms. Gass’ promotion to CEO-elect, Ms. Gass was not eligible for a merit increase during this review cycle.

³	Pursuant to the September 25, 2017 letter agreement between Ms. Chawla and Kohl’s confirming Ms. Chawla’s promotion to President-elect, Ms. Chawla was not eligible for a merit increase during this review cycle.

~~Annual Incentive Compensation~~

■

In December 2022, Mr. Kingsbury was appointed Interim Chief Executive Officer, with an annualized base salary of $1,475,000.

ANNUAL INCENTIVE COMPENSATION

The purpose of our Annual Incentive Plan is to ~~provide~~offer eligible executives, including the NEOs, ~~with~~ a financial incentive that encourages them to perform in a manner ~~which~~that will enable Kohl’s to meet or exceed ~~its~~

our short-term financial plans each ~~fiscal~~ year. In order for bonuses to be granted at threshold levels or higher under the Annual Incentive Plan, Kohl’s performance for a fiscal year must equal or exceed financial

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Executive Compensation

goals established by the Committee at the beginning of the year. ~~The~~In establishing various levels of annual incentive payout opportunities, the Committee ~~directly ties~~has historically set objective goals based on the ~~amount~~Company’s absolute performance. We also provide an opportunity to achieve threshold payments under our Annual Incentive Plan awards if the Company’s sales and/or net income performance exceeds a weighted Performance Index, which for the last two years, has been based on the results of ~~such awards~~the following eight retailers, chosen for their business category alignment to ~~various financial performance levels, providing incentives to our executives to maximize long-term shareholder value. These bonus targets reflect our financial goals~~Kohl’s:

	■ Macy’s Inc.			■ Nordstrom, Inc.
	■ Gap, Inc.			■ Ross Stores, Inc.
	■ Bed, Bath & Beyond, Inc.			■ The TJX Companies, Inc.
	■ Dick’s Sporting Goods, Inc.			■ Foot Locker, Inc.

Committee Decisions and ~~strategic plan~~Analysis

Recognizing the continued importance of a metric-based approach for the fiscal ~~year. For example, for 2017, bonus tiers were established based upon Kohl’s achievement of various levels~~2022 plan, the Committee again deemed it most appropriate to use the equally weighted performance goals of net ~~income for the year.~~sales and operating income. The ~~threshold tier requires we achieve an acceptable but reasonably attainable level of net income,~~2022 Annual Incentive Plan measures were set in early 2022 based on ~~our business plans.~~ the best available information to the Committee at that time. While fiscal 2022 presented several unexpected macro-economic challenges, the Committee set the goals pursuant to its normal processes and did not alter the goals in response to these challenges.

2022 ANNUAL INCENTIVE PLAN MEASURES

[MISSING IMAGE: tm2227948d1-pc_salespn.jpg]

The Committee ~~considers~~again used a target-based approach under which the ~~top tier a significant and meaningful challenge to the management team to increase our earnings.~~

~~For purposes of determining whether net income targets have been achieved, the Committee may adjust Kohl’s reported net income to exclude the effects of:~~

~~discontinued operations;~~

~~restructurings;~~

~~acquisitions or divestitures of any division, business segment, subsidiary or affiliate;~~

~~acquisitions or divestitures of assets that are significant otherwise than in the ordinary course of business;~~

~~other unusual or non-recurring items;~~

~~impairment charges; and~~

~~the cumulative effect of applied tax rules or accounting changes as determined in accordance with generally accepted accounting principles, as applicable.~~

For both 2016 and 2017, the Committee had also determined that if Kohl’s did not achieve the pre-established threshold performance levels in those years, a bonus at the lowest end of the range for annual incentive opportunities would still be payable to NEOs and other Kohl’s managers if Kohl’s sales performance for the year exceeds that of a “peer performance index.” In both years, the group of “peer” retailers used for comparison purposes was the core peer group described above. The index was the blended performance of this core peer group, calculated as a weighted average of each peer group member’s growth in total domestic revenue.

In 2016, the Committee had also determined that if Kohl’s did not achieve the pre-established threshold performance level in that year, a bonus at the lowest end of the range for annual incentive opportunities would still be payable to NEOs and other Kohl’s managers if Kohl’s net income for the year is within the range of net income forecasted in our initial publicly disclosed 2016 annual earnings guidance.

~~Following the Committee’s certification of the Company’s year-end results,~~ Annual Incentive Plan participants ~~are~~would be granted aany earned bonus based on a percentage of their base ~~pay. The~~ salary, with the

earned percentage ~~is based upon Kohl’s financial performance and~~tied to each participant’s level within the ~~organization.~~

~~Committee Decisions~~Company, using a straight line interpolation between threshold to target and ~~Analysis~~

~~Fiscal 2016 Actions~~

Intarget to maximum. The percentages set for the ~~first quarter of fiscal 2016,~~NEOs were:

NEO	Threshold (25%)		Target (100%)		Maximum (150%)
CEO		43.8%		175%		262.5%
CFO		32.5%		130%		195%
Senior Executive Vice President		27.5%		110%		165%

Consistent with its pay-for-performance model, in February 2023, the Committee ~~established~~reviewed the ~~following~~Company’s fiscal 2022 performance ~~goals and award opportunities for 2016 under the Annual Incentive Plan:~~

Achieve
Earnings
Guidance Tier⁽¹⁾ Peer
Performance
Index Tier⁽²⁾ Threshold Tier Top Tier
Net Income Goal (in millions)

Below $781,
But Within
Earnings
Guidance
Range

Below $781 $781 $910
Sales Goal
N/A

Total Sales
Beat Peer
Performance
Index

N/A N/A
Award Opportunity (as a percent of base salary)

Mr. Mansell
40 % 40 % 65 % 250 %
Ms. Gass, Ms. Chawla and Messrs. McDonald and Schepp
30 % 30 % 55 % 200 %

⁽¹⁾	~~Assumes Kohl’s net income was within the range forecasted in our initial publicly announced earnings guidance.~~

⁽²⁾	~~Assumes Kohl’s reported total sales performance exceeded that of the peer performance index.~~

~~In the first quarter of fiscal 2017, the Committee assessed Kohl’s performance~~ (including

against the ~~2016 Annual Incentive Plan targets set forth above. Kohl’s did not achieve the threshold net income level in 2016. However, as noted above, the Committee had previously~~Performance Index), and determined that ~~a bonus at the lowest end of the range for annual incentive opportunities would be payable if:~~

~~Kohl’s net income is within the range forecasted in our initial publicly announced earnings guidance; or~~

Kohl’s sales performance for the year exceeds that of a “peer performance index.” For 2016, the peer performance index was a weighted average of year-over-year domestic revenue growth of our core peer group.

~~Kohl’s 2016 sales exceeded that of the previously established “peer performance index.” Accordingly, the Committee approved Annual Incentive Plan payouts to the NEOs in the following amounts:~~

Annual Incentive
Plan Payout as a
Percentage of Base
Salary
Annual
Incentive
Plan Payout
Mr. Mansell
40 % $ 561,560
Mses. Chawla and Gass
30 % $ 334,950
Messrs. McDonald and Schepp
30 % $ 274,050

~~Fiscal 2017 Actions~~

~~In the first quarter of fiscal 2017, the Committee established the following performance goals and award opportunities for 2017 under the Annual Incentive Plan:~~

Peer
Performance
Index Tier⁽¹⁾
Threshold Tier Top Tier
Net Income Goal (in millions)
Below $596 $596 $720
Sales Goal
Total Sales Beat
Peer Performance
Index N/A N/A
Award Opportunity (as a percent of base salary)

Mr. Mansell
40% 65% 250%
Ms. Gass, Ms. Chawla and Messrs. McDonald and Schepp
30% 55% 200%

⁽¹⁾	~~Assumes Kohl’s reported total sales performance exceeded that of the peer performance index.~~

~~On July 10, 2017, Mr. Besanko became Kohl’s Chief Financial Officer. Pursuant to the terms of his offer of employment, Mr. Besanko is entitled to a non-prorated~~no Annual Incentive Plan payout ~~in 2018, based on Kohl’s 2017 performance. Mr. Besanko’s Annual Incentive Plan payout opportunities are the same as those of Mr. Schepp.~~

In conjunction with her September 2017 promotion to Chief Executive Officer-elect, Ms. Gass’ Annual Incentive Plan award opportunities were increased to a range of 0% to 250% of her base salary. In conjunction with her September 2017 promotion to President-elect, Ms. Chawla’s Annual Incentive Plan award opportunities were increased to a range of 0% to 225% of her base salary.

On January 31, 2018, the Committee assessed Kohl’s performance against the 2017 Annual Incentive Plan targets set forth above. The Committee certified that Kohl’s 2017 net income would be in excess of the $720 million required for the NEOs to earn a top tier incentive payment. Accordingly, the Committee approved Annual Incentive Plan payouts to the NEOs in the following amounts:

Annual
Incentive
Plan Payout as a
Percentage of
Base Salary
Annual
Incentive
Plan Payout
Mr. Mansell
250 % $ 3,562,500
Ms. Gass
250 % $ 3,500,000
Ms. Chawla
225 % $ 2,700,000
Mr. McDonald¹
200 % $ 1,827,000
Mr. Besanko
200 % $ 1,800,000
Mr. Schepp
200 % $ 1,854,400
was earned.

~~In connection with his planned retirement,~~

Kohl’s Corporation| 2023 Proxy Statement

TABLE OF CONTENTS

Executive Compensation

		KEY FACTS ABOUT THE 2022 ANNUAL INCENTIVE PLAN The following context is relevant to the 2022 Annual Incentive Plan:
		The Annual Incentive Plan was set in March 2022 using the performance goals of net sales and operating income. Targets were set for this plan that were significantly more challenging to achieve than the Company’s previous year’s performance. Fiscal 2022 objective financial goals were not met, and no Annual Incentive Plan payout was earned for NEOs.			No modifications were made to the Annual Incentive Plan. This is the second time in four years that no Annual Incentive Plan payment was made to NEOs, and reflects the rigor of performance goals and the seriousness by which the Company and Mr. McDonald entered into a letter agreement pursuant to which he became a Senior Advisor for a one year period through July 1, 2018 at his then-current level of salary and benefits. Pursuant to this letter agreement, Mr. McDonald was eligible to participate in Kohl’s 2017 Annual Incentive Plan. takes pay-for-performance.

In February 2018, the Committee confirmed that Kohl’s 2017 net income was $859 million, or $723 million excluding the impacts of 2018 Federal tax rate changes and associated tax planning initiatives.

LONG-TERM INCENTIVE COMPENSATION

~~Long-Term Compensation~~

~~The Committee previously granted long-term compensation~~

Long-term equity incentive awards to our ~~NEOs~~executive officers are typically set and considered on an annual basis. The Committee grants equity awards to the executive officers under ~~our 2010 Long-Term Compensation Plan or~~ our 2017 Long-Term Compensation Plan to (“LTIP”) to:

■

reward ~~past~~sustained performance,

■

create an incentive for future performance, and

■

create a retention incentive. Following adoption of the 2017 Long-Term Compensation Plan by our shareholders we no longer issue equity awards under our 2010 Long-term-Compensation Plan. Moving forward, we are only issuing new equity awards under our 2017 Long-Term Compensation Plan.

The Committee has the flexibility to choose among a number of forms of long-term equity incentive awards available pursuant to the Long-Term Compensation Plans, including stock options, stock appreciation rights, stock awards, performance units, performance shares, and other incentive awards.

Long-term equity incentive awards to our NEOs are typically considered on an annual basis. In January 2014, the Committee adopted the Company’s LTIP for its most senior executives. The LTIP is intended to achieve the Committee’s goals of, among other things, improving the efficiency of long-term equity incentive awards and driving our senior leaders to deliver increased sales and profitability. Underunder the LTIP, ~~annual long-term equity incentive awards are intended typically to be~~but generally has favored granting a blend of ~~PSUs which will~~performance share units (“PSUs”) that vest ~~in an amount contingent upon~~based on the achievement of multi-year financial performance goals, and ~~time-vested~~ restricted stock ~~which~~or stock units (“RSUs”) that will vest over a ~~multi-year period.~~period of years. As described below, PSU awards are also subject to a modifier that can increase or decrease the ~~value actually realized by the recipient~~number of shares that vest based on Kohl’s total shareholder return relative to ~~a group of peer companies~~the TSR Modifier over the performance period. In accordance with our ~~“pay~~pay-for-performance philosophy, PSUs typically make up the majority of long-term incentive awards granted to our NEOs.

Awards Granted Based on 2022-2024 Performance

In early 2022, the Committee reviewed comprehensive competitive research prepared by the Committee’s independent compensation

consultant regarding potential alternatives to the Company’s LTIP structure to address the economic uncertainty that continued to exist in the retail market. After analyzing that competitive research, the Committee determined that the same general methodology utilized in prior LTIPs should again be applied for ~~performance” philosophy~~the 2022-2024 LTIP, although the Committee aligned on a weighting of metrics for PSUs of 50% net sales, 25% operating margin, and 25% operating cash flow to further emphasize sales. In the first quarter of fiscal 2022, the Committee granted long-term equity incentive awards to the NEOs relative to the company’s strategic plans, as follows:

[MISSING IMAGE: tm2227948d1-pc_ltippn.jpg]

For the 2022-2024 LTIP grant, the Committee approved awards with the following dollar-denominated value, assuming achievement of “target” performance for the 60% represented by PSUs:

2023 Proxy Statement |Kohl’s Corporation

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Executive Compensation

NEO	Grant Date Target Dollar Value of LTIP Awards(1) ($)
Mr. Kingsbury		N/A
Ms. Timm		1,550,000
Mr. Chini		1,350,000
Ms. Raymond		650,000
Ms. Mc Feeney		600,000
Ms. Gass		7,550,000
Mr. Revelle		1,350,000
Mr. Gaffney		1,350,000

(1)

The ultimate value of these awards is dependent upon Kohl’s actual performance for the 2022-2024 performance period and the market value of Kohl’s stock at the time of vesting.

In addition to specific net sales, operating margin and operating cash flow targets, as in prior years, the 2022-2024 PSU awards are subject to two possible modifiers. First, the Committee included a “Performance Index” feature, which will provide a threshold payout if threshold net sales, operating margin and operating cash flow are not achieved but Kohl’s net sales and/or net income growth over the three-year performance period exceeds that of the weighted average results of the Performance Group over this same period. Second, consistent with previous LTIP grants, the Committee included a modifier that could adjust the number of PSUs that would pay out based on Kohl’s total shareholder return relative to the TSR Modifier. Specifically, if Kohl’s relative total shareholder return ends up in the top quartile of the TSR Modifier then the number of PSUs otherwise earned will be increased by 25%. Conversely, if Kohl’s relative total shareholder return falls in the bottom quartile, then the number of

PSUs otherwise earned will be reduced by 25%. There will be no adjustment for total shareholder return in the second or third quartile.

While the TSR Modifier represents a wide cross-section of retailers that has generally been consistent year-to-year, we remove companies if they go out of business. Given the significant industry disruption caused by other retailers’ inability to survive the COVID-19 pandemic, as previously disclosed, this TSR Modifier was adjusted in early 2021 to remove Ascena Retail Group, Inc., J.C. Penney Company, Inc., RTW Retailwinds and Stage Stores, Inc. and to add Bed, Bath & Beyond, Dillard’s and Foot Locker. In 2022, L. Brands was removed based on its corporate break-up and Burlington Stores, Dollar Tree and Ulta Beauty were added to the TSR Modifier consistent with the Company’s Compensation Benchmarking Peer Group:


■ Abercrombie & Fitch Co.	■ Dick’s Sporting Goods, Inc.	■ Macy’s Inc.
■ American Eagle Outfitters, Inc.	■ Dillard’s, Inc.	■ Nordstrom, Inc.
■ Bed, Bath & Beyond, Inc.	■ Designer Brands, Inc.	■ PVH Corp.
■ Best Buy Co., Inc.	■ Dollar Tree	■ Ross Stores, Inc.
■ Burlington Stores	■ Express, Inc.	■ Target Corporation
■ Carter’s, Inc.	■ Foot Locker, Inc.	■ The TJX Companies, Inc.
■ Chico’s FAS, Inc.	■ Gap, Inc.	■ Ulta Beauty
■ The Children’s Place, Inc.	■ The Home Depot, Inc.

New additions to TSR Modifier in 2022.

Awards Vesting Based on 2020-2022 Performance

In the first quarter of 2020, the Committee granted long-term performance-based equity incentive awards to the NEOS. The specific performance objectives for the PSU portion of the 2020-2022 awards were originally established in March 2020,

with payouts to be based on net sales with a 40% weighting, operating income with a 30% weighting and operating cash flow with a 30% weighting for 2020-2022. In addition to these objective targets, final 2020-2022 PSU awards were subject to the same two possible modifiers addressed above for the 2022-2024 LTIP. The TSR modifier described above did not result in an impact to the ~~blend of awards~~payout.

Kohl’s Corporation| 2023 Proxy Statement

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Executive Compensation

When the Committee met in March 2020 to set the specific three-year goals for the performance criteria under the 2020-2022 LTIP, ~~is intended typically~~all of the Company’s stores were currently closed as a result of the COVID-19 pandemic, and the duration and consequences of the pandemic were uncertain. Accordingly, the Committee set targets based on the best available information at the time, with the express understanding that the three-year targets would be reevaluated before the end of fiscal 2020.

In December 2020, after determining that the Company’s 2020 performance-to-date was exceeding initial expectations, the Committee significantly increased the previous targets for each of the three-year performance goals. The net sales target was raised by 11%, the operating income target was raised by 161%, and the operating cash flow target was raised by 259%. No adjustments were made to ~~be weighted more heavily~~the size of the original awards to ~~PSUs.~~

management.

2020-2022 LONG-TERM INCENTIVE PLAN MEASURES

[MISSING IMAGE: tb_longtermincentive-pn.jpg]

No further modifications were made to the 2020-2022 LTIP after the performance goals were increased in late 2020. In February 2023, the Compensation Committee calculated, then certified, that the 2020-2022 net sales of $50.663B, 2020-2022

operating income of $1.663B and 2020-2022 operating cash flow of $3.280B were all above the maximum level required for a 200% payout. The target and actual awards for the 2020-2022 performance period are as follows:

NEO	Target Grant Date Fair Value of PSUs Eligible to Be Earned for 2020-2022 Performance Period(1) ($)		Number of PSUs Actually Earned for 2020-2022 Performance Period (#)
Mr. Kingsbury		N/A		N/A
Ms. Timm		750,000		85,561
Ms. Raymond(2)		283,481		24,906
Ms. Mc Feeney		N/A		N/A
Mr. Chini		750,000		85,561
Ms. Gass		4,350,000		0
Mr. Revelle		750,000		0
Mr. Gaffney		750,000		0

(1)

Reflects grant date value as of March 27, 2020.

(2)

Reflects grant date value as of July 15, 2020. Prior to becoming an NEO, Ms. Raymond was promoted to Executive Vice President, Customer Engagement, and Analytics & Insights in June 2020. In connection with that promotion, she was granted a pro-rated Executive Vice President LTIP award.

2023 Proxy Statement |Kohl’s Corporation

TABLE OF CONTENTS

Executive Compensation

		KEY FACTS ABOUT THE 2020-2022 LONG-TERM INCENTIVE PLAN The following context is relevant to the 2022 Annual Incentive Plan payout:
		The 2020-2022 LTIP was set in March 2020 at a time when the Company’s stores were closed as a result of the COVID-19 pandemic, and the duration and consequences of the pandemic were uncertain. In December 2020, after determining the Company’s 2020 performance-to-date was exceeding initial expectations, the Committee significantly increased the previous targets for each of the three-year performance goals.			Only three current NEOs participate in the 2020-2022 LTIP. No modifications were made to the 2020-2022 LTIP after 2020 when the targets were significantly increased. The Company’s exceptionally strong results in 2021 had a positive impact on the 2020-2022 LTIP with EPS setting records for the Company.

Other Long-Term Awards

Other long-term ~~equity~~ incentive awards are granted to our NEOs from time to time, such as ~~in conjunction with their initial hiring; upon their promotions~~when they are initially hired, when they are promoted or ~~assumption of~~assume additional ~~responsibilities;~~responsibilities, to recognize exemplary ~~performance;~~performance, or to encourage retention.

The following such awards were made in 2022:

■

In February 2022, prior to Ms. Mc Feeney becoming an NEO, she received an award of restricted stock units with a grant date fair value of $500,000 in connection with her promotion at the end of fiscal 2021 to Executive Vice President, Technology. In August 2022, Ms. Mc Feeney then received an award of restricted stock units with a grant date fair value of $2,000,000 in connection with her promotion to Senior Executive Vice President, Chief Technology Officer. Both awards vest in five equal annual installments on the first through fifth anniversaries of the grant date.

■

In September 2022, Ms. Raymond received an award of restricted stock units with a grant date fair value of $2,000,000 in connection with her promotion to Senior Executive Vice President, Chief Marketing Officer. This award vests in five equal annual installments on the first through fifth anniversaries of the grant date.

■

In January 2023, Mr. Kingsbury received an award of restricted stock units with a grant date fair value of $3,775,000 in connection with his appointment as Interim CEO. This award will vest on the first anniversary of the date of grant, provided that Mr. Kingsbury continues to serve in this role and/or as a director of the Company through that date. The value of this award will be taken into consideration when granting Mr. Kingsbury’s 2023 Long-Term award as our permanent CEO.

On a quarterly basis, the Committee reviews our share overhang (the grants outstanding, plus remaining equity that may be granted, as a percentage of our total outstanding shares) and our run rate (the number of award shares granted each year as a percentage of our total outstanding shares) to monitor how our pool of shareholder-approved equity award shares is being utilized.

~~Committee Decisions and Analysis~~

~~Awards Earned and Paid Out Based on Fiscal 2014-2016 Performance~~

~~In January 2014, the Committee granted LTIP awards to Ms. Gass and Messrs. Mansell, McDonald and Schepp pursuant to the LTIP. These awards were comprised of a blend of:~~

60% PSUs, vesting in an amount contingent on the Company’s cumulative net income and cumulative sales, equally weighted, over a three-year performance period from fiscal 2014 through fiscal 2016, with target-level payouts only occurring if we achieve the levels set forth in our 3-Year Financial Plan; and

~~40% time-vested restricted stock that vests in four equal installments on the first through fourth anniversaries of the date of grant.~~

For the 2014-2016 LTIP grant, the Committee approved the following grant date dollar value of awards (assuming achievement of “target” levels of performance under the PSUs for the 2014-2016 performance period):

Grant Date Target Dollar Value of LTIP Awards
Mr. Mansell
   $ 6,000,000
Ms. Gass
   $ 1,750,000
Messrs. McDonald and Schepp
   $ 1,000,000

As stated above, 60% of the aggregate grant date dollar value of each executive’s 2014-2016 LTIP grant was in the form of PSUs. The number of units actually earned is dependent upon Kohl’s actual performance over the three year fiscal 2014-2016 performance period. Upon achievement of the predetermined “target” level of performance, the executive officers will receive 100% of the PSUs awarded. At the “threshold” level of performance, 50% of the PSUs will be earned and at the “maximum” level, 200% of the PSUs will be earned. In the event performance does not meet threshold levels, then none of the PSUs will be earned. The specific performance objectives for the 2014-2016 LTIP were established with target-level payouts only occurring if Kohl’s achieved the sales and net income levels set forth in our 3-Year Financial Plan for 2014-2016 as follows:

Weighting Threshold
Level Target
Level Maximum
Level
Cumulative 3-Year Sales Goal (in millions)
50% $56,000 $59,600 $61,400
Percent of PSUs Earned Upon Attainment of Indicated Level⁽¹⁾
50 % 100 % 200 %
Cumulative 3-Year Net Income Goal (in millions)
50 % $ 2,190 $ 2,740 $ 3,120
Percent of PSUs Earned Upon Attainment of Indicated Level⁽¹⁾
50 % 100 % 200 %

⁽¹⁾	~~Straight-line interpolation applies to performance levels between those shown.~~

The number of shares that may be earned upon vesting of the PSUs was also subject to a modifier that can increase or decrease the value actually realized by the recipient based on Kohl’s total shareholder return relative to a group of approximately 25 peer companies over the three-year performance period. These peer companies were used as a comparator group because they are also used for benchmarking compensation as a part of the Hay Group’s custom data. If Kohl’s relative total shareholder return is in the top quartile of the peer group, then the PSUs earned in accordance with the preceding paragraph would be increased by 25%. Conversely, if Kohl’s relative total shareholder return is in the bottom quartile, then the PSUs earned would be reduced by 25%. There would be no adjustment if our total shareholder return is in the second or third quartile.

In February 2017, the Committee determined and certified that Kohl’s cumulative sales over the 3-year performance period were $56,913 million and that our adjusted cumulative net income over the 3-year performance period was $2,321 million. Kohl’s TSR in comparison to the previously designated comparison group was at the 54th percentile and as a result no adjustment would be made to the number of PSUs earned. This resulted in Ms. Gass and Messrs. Mansell, McDonald and Schepp earning 62.4% of their respective 2014- 2016 LTIP PSUs as follows:

Number of PSUs Earned for
2014-2016 Performance Period⁽¹⁾ Certification Date Value of PSUs Earned
For 2014-2016 Performance Period
Mr. Mansell
43,431 $ 1,814,547
Ms. Gass
12,668 $ 529,269
Messrs. McDonald and Schepp
7,239 $ 302,445

⁽¹⁾

Kohl’s Corporation| 2023 Proxy Statement

~~The number of PSUs earned includes shares credited as dividend equivalents on the final award.~~

~~Awards Granted Based on 2015-2017 Performance~~

In the first quarter of 2015, the Committee granted long-term equity incentive awards to Ms. Gass and Messrs. Mansell, McDonald and Schepp pursuant to the LTIP. The features of these awards were substantially the same as those described above with respect to the 2014- 2016 LTIP, but the performance period was fiscal years 2015 through 2017, and the specific sales and earnings targets were based upon our 3-Year Plan for those years.

For the 2015-2017 LTIP grant, the Committee approved the following grant date dollar value of awards for our NEOs (assuming achievement of target performance under the PSUs for the 2015-2017 performance period):

Grant Date Target Dollar Value of LTIP Awards⁽¹⁾
Mr. Mansell
   $ 6,000,000
Ms. Gass
   $ 1,750,000
Messrs. McDonald and Schepp
   $ 1,000,000

⁽¹⁾	~~The ultimate value of these awards is dependent upon Kohl’s actual performance for the 2015-2017 performance period and the market value of Kohl’s stock at the time of vesting.~~

Sixty percent of the aggregate grant date dollar value of the 2015-2017 LTIP grants was again in the form of PSUs. The number of units actually earned was dependent upon Kohl’s actual performance over the three year fiscal 2015-2017 performance period. Upon achievement of the predetermined “target” level of performance, the executive officers would receive 100% of the PSUs awarded. At the “threshold” level of performance, 50% of the PSUs would be earned and at the “maximum” level, 200% of the PSUs would be earned. In the event performance does not meet threshold levels, then none of the PSUs would be earned. The specific performance objectives for the 2015-2017 LTIP were established with target-level payouts only occurring if Kohl’s achieved the sales and net income levels set forth in our 3-Year Financial Plan for 2015-2017 as follows:

Weighting Threshold
Level Target
Level Maximum
Level
Cumulative 3-Year Sales Goal (in millions)
50% $57,050 $60,690 $62,510
Percent of PSUs Earned Upon Attainment of Indicated Level⁽¹⁾
50 % 100 % 200 %
Cumulative 3-Year Net Income Goal (in millions)
50 % $ 2,216 $ 2,770 $ 3,160
Percent of PSUs Earned Upon Attainment of Indicated Level⁽¹⁾
50 % 100 % 200 %

⁽¹⁾	~~Straight-line interpolation applies to performance levels between those shown.~~

~~The number of shares that may be earned upon vesting of the PSUs is also subject to the same TSR modifier described above for the 2014-2016 LTIP.~~

Pursuant to the terms of her offer of employment, on December 15, 2015, Ms. Chawla received PSUs with a grant date value of $1 million. The number of units actually earned was dependent upon Kohl’s actual performance over the three year fiscal 2015-2017 period as described above. The terms of Ms. Chawla’s PSUs were identical to those described above for the other NEOs.

In February 2018, the Committee determined and certified that Kohl’s cumulative sales over the 3-year performance period were $56,980 million and that our cumulative adjusted net income over the 3-year performance period was $2,220 million, exclusive of a one- time benefit to the Company from a re-valuation of certain deferred taxes following enactment of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). Kohl’s TSR in comparison to the previously designated comparison group was at the 63^rd percentile and as a result no adjustment was made to the number of PSUs earned. This resulted in Ms. Gass and Messrs. Mansell, McDonald and Schepp earning 25.1% of their respective target 2015-2017 LTIP PSUs as follows:

Number of PSUs Earned for
2015-2017 Performance Period⁽¹⁾ Certification Date Value of PSUs Earned
For 2015-2017 Performance Period
Mr. Mansell
11,761 $ 764,465
Ms. Gass
3,431 $ 223,051
Ms. Chawla
5,782 $ 375,830
Messrs. McDonald and Schepp
1,961 $ 127,465

⁽¹⁾61

~~The number of PSUs earned includes shares credited as dividend equivalents on the final award.~~

~~Awards Granted Based on 2016-2018 Performance~~

In the first quarter of fiscal 2016, the Committee granted long-term equity incentive awards to the NEOs pursuant to the LTIP. The features of these awards were substantially the same as those described above with respect to the 2015-2017 LTIP, but the performance period was fiscal years 2016 through 2018, and the specific sales and earnings targets were based upon our 3-Year Plan for those years.

For the 2016-2018 LTIP grant, the Committee approved the following grant date dollar value of awards (assuming achievement of “target” levels of performance under the PSUs for the 2016-2018 performance period):

Grant Date Target Dollar Value of LTIP Awards⁽¹⁾
Mr. Mansell
   $ 6,000,000
Ms. Gass, Ms. Chawla and Messrs. McDonald and Schepp
   $ 1,750,000

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⁽¹⁾

~~The ultimate value of these awards is dependent upon Kohl’s actual performance for the 2016-2018 performance period and the market value of Kohl’s stock at the time of vesting.~~

Executive Compensation

~~Awards Granted Based on 2017-2019 Performance~~

In the first quarter of fiscal 2017, the Committee granted long-term equity incentive awards to the NEOs pursuant to the LTIP. Except as described below, the features of these awards were substantially the same as those described above with respect to the 2016-2018 LTIP, but the performance period was fiscal years 2017 through 2019, and the specific sales and earnings targets were based upon our 3-Year Plan for those years.

For the 2017-2019 LTIP grant, the Committee approved the following grant date dollar value of awards (assuming achievement of “target” levels of performance under the PSUs for the 2017-2019 performance period):

Grant Date Target Dollar Value of LTIP Awards⁽¹⁾
Mr. Mansell
   $ 6,000,000
Ms. Gass, Ms. Chawla and Messrs. McDonald and Schepp
   $ 1,750,000

⁽¹⁾	~~The ultimate value of these awards is dependent upon Kohl’s actual performance for the 2016-2018 performance period and the market value of Kohl’s stock at the time of vesting.~~

In addition to amount-specific sales and earnings targets, the Committee added a “Peer Performance Index” feature to the 2017-2019 LTIP. If Threshold levels of either Sales or Net Income are not achieved, a Threshold (minimum) level Peer Performance Index payout will be made with respect to the Sales and/or Net Income performance objectives if Kohl’s beats the respective Peer Performance Index comparing the Company’s performance to that of a weighted average of the Company’s core peer group. The core peer group and respective weightings are the same as those used to determine payouts below threshold performance under the Annual Incentive Plan.

~~Pursuant to the terms of his offer of employment, on August 15, 2017, Mr. Besanko received a 2017-2019 LTIP award with a grant date value of $1,750,000, which included:~~

~~restricted shares with a grant date value of $700,000, vesting in equal annual installments on each of the first four anniversaries of the grant date; and~~

PSUs with a grant date value of $1,050,000. The number of PSUs of units actually earned is dependent upon Kohl’s actual performance over the three year fiscal 2017-2019 period as described above. The terms of Mr. Besenko’s PSUs are identical to those described above for the other NEOs.

PERQUISITES

~~In conjunction with her promotion to Chief Executive Officer-elect, on September 25, 2017, Ms. Gass received an additional 2017-2019 LTIP award with a grant date value of $6,000,000, which included:~~

~~restricted shares with a grant date value of $2,400,000 vesting in equal annual installments on each of the first four anniversaries of the grant date; and~~

PSUs with a grant date value of $3,600,000. The number of PSUs actually earned is dependent upon Kohl’s actual performance over the three year fiscal 2017-2019 period as described above. The terms of Ms. Gass’ PSUs are identical to those described above for the other NEOs.

~~Other Long-Term Equity Awards Granted to the NEOs~~

Pursuant to the terms of his offer of employment, on August 15, 2017, Mr. Besanko received an award of restricted shares with a grant date value of $4,000,000. These shares will vest in three installments — 40% on each of the first and second anniversaries of the grant date and 20% on the third anniversary of the grant date.

In conjunction with her promotion to President-elect, on September 25, 2017, Ms. Chawla received an award of restricted shares with a grant date value of $3,000,000, vesting in equal annual installments on each of the first two anniversaries of the grant date.

On September 25, 2017, Mr. Schepp received an award of restricted shares with a grant date value of $3,000,000, vesting on the first anniversary of the grant date. This award was made in recognition of Mr. Schepp’s exemplary performance on various strategic initiatives and to ensure a seamless leadership transition as Mr. Mansell retires and Ms. Gass and Ms. Chawla assume the roles of CEO and President, respectively, in May 2018.

~~Perquisites~~

We provide our NEOs with certain perquisites in order to ~~provide~~create a competitive total rewards package

that supports recruitment and retention of key talent. These ~~include~~perquisites are shown below.

Perquisite	Amount for CEO & CFO	Amount for Other NEOs
Automobile expense reimbursement	No fixed limit(1)	$18,000 per year
Personal financial or tax-related advisory services	Up to $10,000 for financial and no fixed limit for tax-related advisory services	Up to $10,000 per year
Supplemental health care plan, for medical expenses not covered by insurance	Up to $50,000 per year	Up to $25,000 per year

(1)

Pursuant to his offer letter dated February 21, 2023, Mr. Kingsbury has a capped annual automobile ~~expense reimbursement,~~allowance of $21,600 or he can lease a company automobile.

We also provide our NEOs with ~~no fixed limit; personal financial advisory services having an annual value of up to $3,500 and tax-related advisory services with no fixed limit; a~~ supplemental ~~health care plan, covering up to $50,000 for medical expenses not covered by insurance; and supplemental Company-paid~~ life and disability insurance coverage. ~~Our~~In addition, for increased safety and efficiency, the CEO is permitted to use the ~~Company’s~~Company-owned or chartered aircraft for business purposes and personal ~~flights as well as business flights. This benefit increases the safety and efficiency~~travel. The value of the ~~CEO’s travel.~~personal use of the Company aircraft benefit is limited to $250,000 per year. We believe these

perquisites are reasonable based upon the relatively small expense in relation to both executive pay and our total benefit expenditures. Details regarding these benefits are disclosed in the Summary Compensation Table and the accompanying ~~schedule elsewhere in~~notes that follow this ~~proxy statement.~~

~~Deferred Compensation~~

CD&A.

DEFERRED COMPENSATION

We maintain non-qualified deferred compensation plans for approximately ~~400~~300 eligible executives, including our NEOs. Details regarding the contributions and benefits of these non-qualified

plans are disclosed in the Non-Qualified Deferred Compensation table and the accompanying ~~narrative contained elsewhere in~~notes that follow this ~~proxy statement.~~

~~Stock Ownership Guidelines~~

CD&A.

STOCK OWNERSHIP GUIDELINES

The Committee believes that executive stock ownership is important to align the interests of our executives with those of our shareholders. Our executive stock ownership guidelines ~~require our CEO to maintain ownership equal to five times his or her base salary. The other NEOs~~ are required to maintain Kohl’s stock ownership that is equal to three times their base salary. Executive Vice Presidents are required to maintain stock ownership that is equal to their base salary. Each executive hasas follows:

	Executive			Ownership Requirement
	CEO			Six times base salary
	Other NEOs and All Senior Executive Vice Presidents			Three times base salary
	Executive Vice Presidents			Equal to their base salary

Executives have five years from the time ~~the executive becomes~~they become subject to ~~the particular~~an ownership requirement to comply. Compliance is monitored by our General Counsel and the Committee, and the Committee would grant exceptions to these requirements only in extraordinary circumstances.

These stock ownership guidelines are reviewed regularly to ensure they are consistent with market

practice and effectively align executive interests with those of the Company’s shareholders. In 2021, after a thorough review with the Committee’s independent compensation consultant, the Committee adopted several enhancements to these requirements, including increasing the required CEO holding requirements to six times base salary and limiting what the Committee will consider for purposes of calculating stock ownership. For ~~the~~ purposes of calculating stock ownership, the Committee ~~will not~~

~~consider vested or unvested stock options, but will consider~~now only considers shares of Kohl’s common stock owned outright and unvested time-based restricted ~~stock~~stock. These equity holding requirements were again reviewed in 2022, along with additional marketplace benchmarking that had been conducted. Based on that review, the Committee determined that the holding requirements remain consistent with market practice and ~~PSUs. All of~~also verified that the ~~NEOs, as well as each of our Executive Vice Presidents,~~executive officers were in compliance with these ~~guidelines as of the end of fiscal 2017.~~

~~From time to time, our principal officers will engage in sales of Kohl’s common stock in accordance with our executive~~ stock ownership guidelines. These sales may be accomplished pursuant to SEC Rule 144 during our scheduled insider trading window periods or pursuant to pre-arranged trading plans adopted in accordance with Rule 10b5-1 of the Exchange Act. Compliance with our executive stock sale guidelines is monitored by the Committee and exceptions are granted by the Committee only in extraordinary circumstances.

~~All~~

RESTRICTION ON HEDGING AND PLEDGING

Kohl’s associates, ~~including our~~ executives, and ~~directors~~Directors are ~~also~~ prohibited from entering into transactions designed to result in a financial benefit if our stock price declines, or any hedging transaction involving our

securities, including ~~but not limited to~~ the use of financial derivatives such as puts and calls, short sales, ~~or any~~and similar transactions.

~~Other Material Tax~~

2023 Proxy Statement |Kohl’s Corporation

TABLE OF CONTENTS

Executive Compensation

COMPENSATION RISK ASSESSMENT

Each year, we review and ~~Accounting Implications~~analyze whether our compensation plans, policies, and practices create material risks to Kohl’s. As part of this annual analysis, we consider the potential impact of each of our compensation plans, policies, and practices on all of the ~~Program~~

risk factors we have identified in our public filings. Management engages a third party compensation consultant (who is separate and independent from the Committee’s compensation consultant) to assist in this process and to give a separate risk assessment. Following these analyses in fiscal 2022, the Committee agreed with management’s and the consultant’s conclusions that the Company’s compensation programs do not create any risks that are reasonably likely to have a material adverse effect on Kohl’s. The Committee believes our compensation plans, policies, and practices are designed to reward performance that contributes to overall Company performance and the achievement of long and short-term Company goals. The amount of each type of compensation awarded to or earned by our management team is determined either by reference to Company-wide performance or a combination of Company-wide performance and individual performance. We do not encourage or incentivize our executives to take actions that expose Kohl’s to risks that are inconsistent with our strategic plan.

Our long-term compensation is primarily in the form of equity, and the NEOs are subject to share ownership guidelines that require them to continuously own a substantial amount of equity during their employment. These two features of our compensation program align our executives’ long-term interests with those of our shareholders and discourage excessive risk taking intended to drive short-term results at the expense of long-term shareholder value enhancement. We also maintain a clawback policy, as disclosed in our Corporate Governance Guidelines, which enables the recapture of previously paid incentive compensation in certain circumstances involving a financial restatement. The Committee believes our long-term incentive program motivates and rewards our executives for decisions that may not produce short-term results but will likely have a positive long-term effect, such as those related to investments in our initiatives and infrastructure, sound capital management, operational excellence actions, driving traffic, culture and increasing our market share. Importantly, our executives are not compensated for discrete transactions, decisions, or other actions.

OTHER MATERIAL TAX IMPLICATIONS OF THE EXECUTIVE COMPENSATION PROGRAM

Section 162(m) of the Internal Revenue Code ~~previously generally disallowed~~disallows a tax deduction to public corporations for compensation over $1 million paid to “covered ~~employees,”~~

employees” in any fiscal year. By definition, our “covered employees” previously included our CEO and the three other most highly compensated NEOs employed at the end of the year (other than our Chief Financial Officer). However, Section 162(m) also provided that qualifying performance-based compensation would not be subject to the deduction limit if certain requirements are met.

~~While the Committee did not have~~As a policy requiring aggregate compensation to meet the requirements for deductibility under Section 162(m), the Committee considered the impact of Section 162(m) in setting and determining executive compensation because it was concerned with the net cost of executive compensation to Kohl’s. Kohl’s compensation program was generally designed with the intentionresult, we expect that compensation paid ~~in various forms may be eligible~~ to qualify for deductibility under Section 162(m), but in order to maintain flexibility in rewarding individual performance and contributions, the Committee would not limit all the amounts paid under all of our ~~compensation programs to just those that qualify for tax deductibility. Where compensation was awarded~~NEOs in excess of ~~the limits established~~$1 million will not be deductible by ~~Section 162(m), the Committee encouraged, but did not require, deferral of such excess amounts by the officer.~~

Under the Tax Act, effective for our fiscal 2018, the exception under Section 162(m) for performance-based compensation will no longer be available, subject to transition relief for certain grandfathered arrangements in effect as of November 2, 2017. In addition, “covered employees” has been expanded to include our Chief Financial Officer, and once one of our NEOs is considered a covered employee, the NEO will remain a covered employee so long as he or she receives any compensation from us. Given the lack of regulatory guidance to date, the Committee is not yet able to determine the full impact of the Tax Act’s changes to Section 162(m) on Kohl’s and our compensation programs, and the Committee cannot guarantee that compensation that is intended to comply with the performance-based compensation exception under Section 162(m) will in fact so qualify.

~~Employment Agreements~~

We have entered into employment agreements with each of our NEOs. The terms of these agreements are similar to those of employment agreements of similarly situated retail industry executives. Our executives’ employment agreements do not include any provisions for tax gross-up payments.

The Committee believes that employment agreements are important to both our executives and to the Company in that the executive benefits from clarity of the terms of his or her employment, as well as protection in certain events of termination, while Kohl’s benefits from nondisclosure and non-competition protection,

Kohl’s.

enhancing our ability to retain the services of our executives. The Committee periodically reviews the terms of the employment agreements and amends them as necessary to remain competitive and to carry out its objectives.

In addition to the employment agreements, we previously entered into a letter agreement with Mr. McDonald that set forth certain payments and other benefits to which he is entitled in connection with his retirement. The Committee agreed that this letter agreement was important to both Mr. McDonald and the Company in that Mr. McDonald benefitted from clarity in terms of his employment up to and following his transition out of the CFO role, while Kohl’s benefitted from Mr. McDonald’s services and other commitments to help ensure a smooth transition to his successor.

~~Details of the terms of the specific employment and letter agreements are discussed below.~~

Kohl’s Corporation| 2023 Proxy Statement
63

TABLE OF CONTENTS

Executive Compensation

Compensation tables

SUMMARY COMPENSATION TABLE

The table below summarizes information concerning compensation for fiscal 2022 of those individuals who were at January 28, 2023:

(i)

our Chief Executive Officer,

(ii)

our Chief Financial Officer,

(iii)

our three other most highly compensated executive officers;

(iv)

our former Chief Executive Officer; and

(v)

two additional executive officers that would have been deemed to be named executive officers if they had still been serving as officers at the end of the year—Mr. Gaffney, our former Chief Technology and Supply Chain Officer, and Mr. Revelle, our former Chief Marketing Officer.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards(1)(2) ($)		Option Awards(1) ($)		Non-Equity Incentive Plan Compensation(3) ($)		Change in Pension Value and Non- qualified Deferred Compensation Earnings(4) ($)		All Other Compensation(5) ($)		Total ($)
Thomas A. Kingsbury Chief Executive Officer		2022		240,246		—		3,775,000		—		—		—		412,619		4,427,865
Jill Timm Chief Financial Officer		2022		878,333		—		1,550,040		—		—		—		91,255		2,519,628
		2021		850,000		—		1,250,055		—		1,419,000		—		69,836		3,588,891
		2020		800,000		330,000		1,401,438		—		550,000		—		73,102		3,154,540
Marc Chini Senior Executive Vice President, Chief People Officer		2022		772,500		—		1,350,022		—		—		—		83,568		2,206,090
		2021		768,750		—		1,250,055		—		1,274,625		—		81,305		3,374,735
		2020		750,000		309,375		1,526,504		—		515,625		—		91,217		3,192,721
Siobhán Mc Feeney(6) Senior Executive Vice president, Chief Technology Officer		2022		581,250		—		3,099,970		—		—		—		79,660		3,760,880
Christie Raymond(7) Senior Executive Vice President, Chief Marketing Officer		2022		620,958		—		2,647,985		—		—		—		72,427		3,341,370
Michelle Gass(8) Former Chief Executive Officer		2022		1,240,341		—		7,549,993		—		—		—		243,760		9,034,094
		2021		1,467,750		—		7,250,011		—		3,871,875		—		335,198		12,924,834
		2020		1,253,882		939,422		8,853,685		—		1,565,703		—		242,683		12,855,375
Paul Gaffney(9) Former Senior Executive Vice President, Chief Technology and Supply Chain Officer		2022		433,258		—		1,350,022		—		—		—		1,781,391		3,564,671
		2021		850,000		—		1,250,055		—		1,419,000		—		79,162		3,598,217
		2020		800,000		330,000		1,250,006		—		550,000		—		262,987		3,192,993
Greg Revelle(10) Former Senior Executive Vice President, Chief Marketing Officer		2022		303,409		—		1,350,022		—		—		—		3,474,288		5,127,719
		2021		895,833		—		1,250,055		—		1,485,000		—		61,507		3,692,395
		2020		875,000		360,937		1,526,504		—		601,563		—		62,315		3,426,319

(1)

The amounts shown represent the aggregate grant date fair value for awards granted in 2022, 2021 and 2020. 2020 also includes the incremental fair value for the award modification of the 2018-2020 LTIP, computed in accordance with FASB ASC Topic 718. See Note 6 to our fiscal ~~2017.~~

Name and
Principal Position
Year Salary Bonus    Stock
Awards⁽¹⁾ Option
Awards⁽¹⁾ Non-Equity
Incentive Plan
Compensation⁽²⁾
Change in
Pension
Value and
Non-
qualified
Deferred
Compen-
sation
Earnings⁽³⁾
All
Other
Compen-
sation⁽⁸⁾ Total
Kevin Mansell
2017 $ 1,421,483 —      $ 5,999,994 ⁽⁵⁾ —   $ 3,562,500 —   $ 355,229 $ 11,339,206
Chairman, President, Chief
2016 1,400,441 —      6,000,014 —   561,560 —   435,643 8,397,658
Executive Officer
2015 1,378,075 —      5,999,948 —   553,260 —   263,466 8,194,749
Michelle Gass
2017 $ 1,224,932 —      $ 7,750,028 ⁽⁵⁾ —   $ 3,500,000 —   $ 108,608 $ 12,583,568
Chief Merch & Customer
2016 1,113,750 —      1,749,965 —   334,950 —   96,964 3,295,629
Officer andCEO-elect
2015 1,043,818 —      1,749,998 —   330,000 —   87,638 3,211,454
Sona Chawla
2017 $ 1,154,099 —      $ 4,750,021 ⁽⁵⁾ —   $ 2,700,000 —   $ 107,612 $ 8,711,732
Chief Operating Officer and
2016 1,113,750 —      1,749,965 —   334,950 —   84,103 3,282,768
President-elect
2015 187,500 $ 1,000,000    9,000,014 —   55,011 —   455,511 10,698,036
Bruce Besanko
2017 $ 506,250 $ 250,000 ⁽⁴⁾    $ 5,749,980 ⁽⁴⁾ —   $ 1,800,000 —   $ 117,671 $ 8,423,901
Chief Financial Officer

Richard Schepp
2017 $ 924,917 —      $ 4,750,021 ⁽⁵⁾ —   $ 1,854,400 —   $ 85,973 $ 7,615,311
Chief Administrative Officer
2016 911,250 —      1,749,965 —   274,050 —   89,681 3,024,946
2015 880,170 —      1,000,044 —   270,000 —   94,642 2,244,856
Wesley McDonald⁽⁶⁾
2017 $ 913,500 ⁽⁷⁾ —      —   —   $ 1,827,000 —   $ 94,356 $ 2,834,856
Former Chief Financial
2016 911,250 —      1,749,965 —   274,050 —   95,693 3,030,958
Officer
2015 881,556 —      1,000,044 —   270,000 —   91,608 2,243,208

⁽¹⁾	The amounts shown represent the aggregate grant date fair value for awards granted in 2017, 2016 and 2015, computed in accordance with FASB ASC Topic 718. See Note 6 to our fiscal 2017 audited financial statements included in our Annual Report on Form~~10-K~~ ~~for additional details.~~

⁽²⁾	~~The amounts shown represent incentive payments awarded under our Annual Incentive Plan based on our performance during the year indicated, but actually paid in the following year.~~

⁽³⁾	~~We have no defined benefit or actuarial pension plans. All earnings in our nonqualified deferred compensation plan are at market values and are therefore omitted from the table.~~

⁽⁴⁾

Mr. Besanko joined Kohl’s on July 10, 2017. Pursuant to his initial offer letter, he received $250,000 intended as a signing incentive and to offset obligations he incurred as a result of his resignation from his previous employment and relocation, including expenses outside of those reimbursed pursuant to our relocation expense policy. He also received restricted stock with a grant date value of $4.7 million and performance share units with a grant date value of $1.05 million.

⁽⁵⁾

Includes the aggregate grant date fair value of performance share units that could be earned pursuant to the 2017-2019 LTIP grant based on the probable outcome of the performance conditions as of the grant date. Actual payments will be based on our financial performance in fiscal years 2017-2019 and are subject to a modifier based on Kohl’s total shareholder return relative to its peers over the three-year performance period, as described more fully in Compensation Discussion & Analysis. The range of potential payments under the awards is set forth below.

Amount
Reported Other Possible Amounts
(Target) Minimum Threshold Maximum
Kevin Mansell
$ 3,599,986 $ 0 $ 1,349,995 $ 8,999,964
Michelle Gass
$ 4,650,014 $ 0 $ 1,743,755 $ 11,625,035
Sona Chawla
$ 1,050,016 $ 0 $ 393,756 $ 2,625,040
Bruce Besanko
$ 1,050,000 $ 0 $ 393,750 $ 2,625,001
Richard Schepp
$ 1,050,016 $ 0 $ 393,756 $ 2,625,040
2022 audited financial statements included in our Annual Report on Form 10-K for additional details.

(2)

Includes the aggregate grant date fair value of performance share units that could be earned pursuant to the 2022-2024 LTIP grant based on the probable outcome of the performance conditions as of the grant date. Actual payments

⁽⁶⁾	Mr. McDonald retired as our Chief Financial Officer effective April 28, 2017. Pursuant to the Securities and Exchange Commission’s rules, Mr. McDonald is still considered a named executive officer for purposes of this table.

⁽⁷⁾64

~~Includes $228,375 of salary paid to Mr. McDonald in his capacity as Chief Financial Officer and $685,125 of salary paid to Mr. McDonald pursuant to his letter agreement dated November 9, 2016.~~

⁽⁸⁾	~~A detailed breakdown of “All Other Compensation” is provided in the table below.~~

Name
Our
Contributions
to Executive
Officer’s
Defined
Contribution
Plan
Accounts
Payments
made by us
for Term
Life,
Long-
Term
Disability
and
Accidental
Death and
Dismemberment
Insurance
Our
Reimbursement
of Financial
Planning and
Tax Advice
Expenses Automobile
Expense
Allowance
Relocation
and
Travel
Expense
Reimburse-
ment
Supplemental
Health Care
Coverage^(a) Utilization of
Company-
Owned
Aircraft^(b) Total
Kevin Mansell
$ 13,500 $ 10,700 $ 1,250 $ 22,878 —   $ 50,000 $ 256,901 $ 355,229
Michelle Gass
13,500 14,447 9,856 20,805 —   50,000 —   108,608
Sona Chawla
13,500 16,836 12,975 14,301 —   50,000 —   107,612
Bruce Besanko
—   4,853 —   8,796 $ 54,022 50,000 —   117,671
Richard Schepp
13,500 10,501 —   11,972 —   50,000 —   85,973
Wesley McDonald
13,500 16,637 8,256 5,963 —   50,000 —   94,356

^(a)

2023 Proxy Statement |Kohl’s Corporation

Amounts shown are coverage limits. Our actual expense for providing this benefit may have been substantially less than the amounts shown. Coverage limits are presented for purposes of protecting the confidentiality of our executives’ actual medical expenses.

^(b)

~~Amounts shown are the incremental costs of personal use ofKohl’s-owned~~ ~~or chartered aircraft, and are based on either actual charter expense or, with respect toKohl’s-owned~~ ~~aircraft utilization, the direct cost of use per hour, which includes fuel, maintenance, engine restoration cost reserves, crew travel expenses, landing and parking fees and supplies.~~

TABLE OF CONTENTS

Executive Compensation

for the 2022-2024 LTIP will be based on our financial performance in fiscal years 2022-2024 and are subject to a modifier based on Kohl’s total shareholder return relative to the TSR Peer Group over the three-year performance period, as described more fully in Compensation Discussion & Analysis. The range of potential payments under the awards is set forth below. Ms. Gass, Mr. Gaffney, and Mr. Revelle forfeited any potential payments upon their respective terminations.

Amount Reported Other Possible Amounts
NEO (Target)
($) Minimum
($) Threshold
($) Maximum
($)
Mr. Kingsbury — — — —
Ms. Timm 930,016 — 348,756 2,325,041
Mr. Chini 810,017 — 303,756 2,025,042
Ms. Mc Feeney 360,000 — 135,000 899,999
Ms. Raymond 388,777 — 145,791 971,942
Ms. Gass 4,530,012 — — —
Mr. Gaffney 810,017 — — —
Mr. Revelle 810,017 — — —

(3)
The amounts shown represent incentive payments awarded under our Annual Incentive Plan based on our performance during the year indicated, but actually paid in the following year.

(4)
We have no defined benefit or actuarial pension plans. All earnings in our nonqualified deferred compensation plan are at market values and are therefore omitted from the table.

(5)
A detailed breakdown of “All Other Compensation” is provided in the table below.

(6)
Ms. Mc Feeney was promoted to Executive Vice President, Technology on January 16, 2022. In connection with this promotion, she received restricted stock units with a grant date value of $500,000. These units will vest in five equal annual installments on the first through fifth anniversaries of the grant date, all contingent on her continued employment by Kohl’s on the vesting dates. On July 16, 2022 she was promoted to Senior Executive Vice President, Chief Technology Officer. In connection with this promotion, she received restricted stock units with a grant date value of $2,000,000. These units will vest in five equal annual installments on the first through fifth anniversaries of the grant date, all contingent on her continued employment by Kohl’s on the vesting dates.

(7)
Ms. Raymond was promoted to Senior Executive Vice President, Chief Marketing Officer on August 16, 2022. In connection with this promotion, she received restricted stock units with a grant date value of $2,000,000. These units will vest in five equal annual installments on the first through fifth anniversaries of the grant date, all contingent on her continued employment by Kohl’s on the vesting dates.

(8)
In connection with her departure, Ms. Gass forfeited all of the stock units awarded to her in 2022, as described in further detail in the Grant of Plan-Based Awards Table below.

(9)
In connection with his departure, Mr. Gaffney forfeited a portion of the stock units awarded to him in 2022, as described in further detail in the Grant of Plan-Based Awards Table below.

(10)
In connection with his departure, Mr. Revelle forfeited a portion of the stock units awarded to him in 2022, as described in further detail in the Grant of Plan-Based Awards Table below.

Name Our
Contribution
to Executive
Officer’s
Defined
Contribution
Plan
Accounts
($) Payments Made
by Us for Term
Life, Long-Term
Disability and
Accidental Death
and
Dismemberment
Insurance
($) Our
Reimbursement
of Financial
Planning and
Tax Advice
Expenses
($) Automobile
Expense
Allowance
($) Relocation
and Travel
Expense
Reimbursement
($)
Supplemental
Health Care
Coverage(a)
($)

Utilization
of
Company
Owned
Aircraft(b)
($)

Post-
Employment
Contractual
Benefits(c)
($)
Other
($) Total
($)
Mr. Kingsbury(d) — 292 — — — 50,000 117,751 — 244,576 412,619
Ms. Timm 9,042 14,213 — 18,000 — 50,000 — — — 91,255
Mr. Chini 15,250 15,318 10,000 18,000 — 25,000 — — — 83,568
Ms. Mc Feeney 14,167 22,493 — 18,000 — 25,000 — — — 79,660
Ms. Raymond 15,250 13,757 420 18,000 — 25,000 — — — 72,427
Ms. Gass 14,354 15,847 9,690 15,400 — 50,000 138,469 — — 243,760
Mr. Gaffney 8,600 11,206 6,835 9,750 — 25,000 — 1,720,000 — 1,781,391
Mr. Revelle 15,000 1,518 187 6,750 — 25,000 — 3,425,833 — 3,474,288

Kohl’s Corporation| 2023 Proxy Statement

TABLE OF CONTENTS 

Executive Compensation

(a)

Amounts shown are coverage limits in order to protect the confidentiality of our executives’ actual medical expenses. Our actual expense for providing this benefit may have been substantially less than the amounts shown.

(b)

Amounts shown are the incremental costs of personal use of Kohl’s-owned or chartered aircraft, and are based on either actual charter expense or, with respect to Kohl’s-owned aircraft utilization, the direct cost of use per hour, which includes fuel, maintenance, engine restoration cost reserves, crew travel expenses, landing and parking fees and supplies.

(c)

As described below in the section captioned “Potential Payments Upon Termination or Change of Control.”

(d)

Mr. Kingsbury was appointed to Interim Chief Executive Officer on December 2, 2022. Included in his All Other Compensation above is cash and equity of $244,576 for his service as a non-employee Director. See the Director Compensation for a more detailed description.

GRANTS OF PLAN-BASED AWARDS IN ~~2017~~

Name
Grant
Date Estimated Future Payouts
UnderNon-Equity Incentive
Plan Awards⁽¹⁾ Estimated Future Payouts
Under Equity Incentive
Plan Awards⁽²⁾⁽³⁾
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or
Units⁽³⁾
All Other
Option
Awards:
Number
of
Securities
Under-
lying
Options Exercise
or Base
Price of
Option
Awards
($/Sh) Grant
Date Fair
Value of
Equity
Awards⁽⁴⁾
   Threshold Target Maximum Threshold Target Maximum
Kevin Mansell
$ 570,000 $ 2,493,750 $ 3,562,500 —   —   —   —   —   —   —
03/27/2017 —   —   —   33,683 89,820 224,550 —   —   —   $ 3,599,986
03/27/2017 —   —   —   —   —   —   63,898 —   —   2,400,009
Michelle Gass
$ 560,000 $ 2,450,000 $ 3,500,000 —   —   —   —   —   —   —
03/27/2017 —   —   —   9,824 26,198 65,495 —   —   —   $ 1,050,016
03/27/2017 —   —   —   —   —   —   18,637 —   —   700,006
09/25/2017 —   —   —   25,362 67,631 169,078 —   —   —   $ 3,599,998 ⁽⁵⁾
09/25/2017 —   —   —   —   —   —   51,937 —   —   2,400,009 ⁽⁵⁾
Sona Chawla
$ 420,000 $ 1,950,000 $ 2,700,000 —   —   —   —   —   —   —
03/27/2017 —   —   —   9,824 26,198 65,495 —   —   —   $ 1,050,016
03/27/2017 —   —   —   —   —   —   18,637 —   —   700,006
09/25/2017 —   —   —   —   —   —   64,921 —   —   2,999,999 ⁽⁵⁾
Bruce Besanko
$ 270,000 $ 1,350,000 $ 1,800,000 —   —   —   —   —   —   —
08/15/2017 —   —   —   8,882 23,686 59,215 —   —   —   $ 1,050,000 ⁽⁶⁾
08/15/2017 —   —   —   —   —   —   123,262 —   —   4,699,981 ⁽⁶⁾
Richard Schepp
$ 278,160 $ 1,390,800 $ 1,854,400 —   —   —   —   —   —   —
03/27/2017 —   —   —   9,824 26,198 65,495 —   —   —   $ 1,050,016
03/27/2017 —   —   —   —   —   —   18,637 —   —   700,006
09/25/2017 —   —   —   —   —   —   64,921 —   —   2,999,999
Wesley McDonald⁽⁷⁾
$ 274,050 $ 1,370,250 $ 1,827,000 —   —   —   —   —   —   —
2022

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3)						All Other Stock Awards: Number of Shares of Stock or Units(3) (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Equity Awards(4) ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold		Target		Maximum						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Equity Awards(4) ($)
Mr. Kingsbury(5)				—		—		—		—		—		—		—		—		—		—
		05/11/2022		—		—		—								3,108		—		—		144,988
		01/13/2023		—		—		—		—		—		—		130,940		—		—		3,775,000
Ms. Timm				292,500		1,170,000		1,755,000		—		—		—		—		—		—		—
		03/28/2022		—		—		—		4,920		13,121		32,803		—		—		—		930,016
		03/28/2022		—		—		—		—		—		—		10,166		—		—		620,024
Mr. Chini				212,438		849,750		1,274,625		—		—		—		—		—		—		—
		03/28/2022		—		—		—		4,286		11,428		28,570		—		—		—		810,017
		03/28/2022		—		—		—		—		—		—		8,854		—		—		540,005
Ms. Mc Feeney(6)				148,832		595,329		892,993		—		—		—		—		—		—		—
		02/15/2022		—		—		—		—		—		—		8,372		—		—		499,976
		03/28/2022		—		—		—		1,905		5,079		12,698		—		—		—		360,000
		03/28/2022		—		—		—		—		—		—		3,935		—		—		239,996
		08/15/2022		—		—		—		—		—		—		60,496		—		—		1,999,998
Ms. Raymond(7)				147,721		590,885		886,327		—		—		—		—		—		—		—
		03/28/2022		—		—		—		2,057		5,485		13,713		—		—		—		388,777
		03/28/2022		—		—		—		—		—		—		4,250		—		—		259,208
		09/15/2022		—		—		—		—		—		—		69,735		—		—		2,000,000
Ms. Gass(8)				645,313		2,581,250		3,871,875		—		—		—		—		—		—		—
		03/28/2022		—		—		—		23,967		63,911		159,778		—		—		—		4,530,012
		03/28/2022		—		—		—		—		—		—		49,516		—		—		3,019,981
Mr. Gaffney(9)				247,500		990,000		1,485,000		—		—		—		—		—		—		—
		03/28/2022		—		—		—		4,286		11,428		28,570		—		—		—		810,017
		03/28/2022		—		—		—		—		—		—		8,854		—		—		540,005
Mr. Revelle(10)				236,500		946,000		1,419,000		—		—		—				—		—		—
		03/28/2022		—		—		—		4,286		11,428		28,570		—		—		—		810,017
		03/28/2022		—		—		—		—		—		—		8,854		—		—		540,005

(1)

Shown are the Threshold, Target and Maximum payouts for which each executive was eligible under our Annual Incentive Plan with respect to fiscal 2022 performance. Amounts actually earned with respect to these awards are included in the Summary Compensation Table as Non-Equity Incentive Plan compensation. Further detail regarding actual 2022 awards can be found in the Compensation Discussion & Analysis.

(2)

Represents range of performance share units that could be earned pursuant to the 2022-2024 LTIP grants. The actual number of performance share units earned is dependent upon Kohl’s cumulative net sales, operating margin percentage, and operating cash flow during the three-year performance period, ranges from 0% to 200% of the target amount and is subject to a modifier based on Kohl’s total shareholder return relative to the TSR Peer Group over the three-year performance period. See the Compensation Discussion & Analysis for a more detailed description of the performance measures.

⁽¹⁾

Shown are the Threshold, Target and Maximum payouts for which each executive was eligible under our Annual Incentive Plan with respect to fiscal 2017 performance. Amounts actually earned with respect to these awards are included in the Summary Compensation Table as~~Non-Equity~~ ~~Incentive Plan compensation. Further detail regarding actual 2017 awards can be found in the Compensation Discussion & Analysis.~~

⁽²⁾66

~~Represents range of performance share units that could be earned pursuant to the 2017-2019 LTIP grants. The actual number of performance share units earned is dependent upon~~

2023 Proxy Statement |Kohl’s cumulative sales and net income during the three-year performance period, and range from 0% to 200% of the target amount and is subject to a modifier based on Kohl’s total shareholder return relative to its peers over the three-year performance period. See the Compensation Discussion & Analysis for a more detailed description of the performance measures.

⁽³⁾Corporation

~~Awards on March 27, 2017 were granted under our 2010 Long-Term Compensation Plan. Awards on August 15, 2017 and September 25, 2017 were granted under our 2017 Long-Term Compensation Plan.~~

⁽⁴⁾	Amounts shown represent the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. See Note 6 to our fiscal 2017 audited financial statements included in our Annual Report on Form~~10-K~~ ~~for additional details.~~

⁽⁵⁾

~~In September 2017, Ms. Gass was promoted toCEO-elect~~ and Ms. Chawla was promoted to President-elect. In recognition of their increased responsibilities, Ms. Gass was awarded restricted stock and performance share units with a grant date value of $6 million and Ms. Chawla was awarded restricted stock with a grant date value of $3 million.

⁽⁶⁾	Mr. Besanko joined Kohl’s on July 10, 2017. Pursuant to his initial offer letter, he received restricted stock with a grant date value of $4.7 million and a performance share unit award with a grant date value of $1.05 million.

TABLE OF CONTENTS

⁽⁷⁾

Mr. McDonald retired as our Chief Financial Officer effective April 28, 2017. Pursuant to the Securities and Exchange Commission’s rules, Mr. McDonald is still considered a named executive officer for purposes of this table.

Executive Compensation

~~Grants in the table above were made pursuant to either our 2010 Long-Term Compensation Plan or~~

(3)

Awarded under our 2017 Long-Term Compensation Plan. ~~Following adoption~~

(4)

Amounts shown represent the grant date fair value of the ~~2017 Long-Term~~awards computed in accordance with FASB ASC Topic 718. See Note 6 to our fiscal 2022 audited financial statements included in our Annual Report on Form 10-K for additional details.

(5)

Mr. Kingsbury was appointed Interim Chief Executive Officer on December 2, 2022. Pursuant to his initial offer letter, he received restricted stock units with a grant date value of $3,775,000. These units will vest on the first anniversary of the grant date, all contingent on his continued employment by Kohl’s on the vesting date. Mr. Kingsbury also received restricted stock with a grant date value of $145,000 for his service as a non-employee Director. See the Director Compensation ~~Plan~~for a more detailed description.

(6)

Ms. Mc Feeney was promoted to Executive Vice President, Technology on January 16, 2022. In connection with this promotion, she received restricted stock units with a grant date value of $500,000. These units will vest in five equal annual installments on the first through fifth anniversaries of the grant date, all contingent on her continued employment by ~~our shareholders, we no longer issue equity~~Kohl’s on the vesting dates. On July 16, 2022 she was promoted to Senior Executive Vice President, Chief Technology Officer. In connection with this promotion, she received restricted stock units with a grant date value of $2,000,000. These units will vest in five equal annual installments on the first through fifth anniversaries of the grant date, all contingent on her continued employment by Kohl’s on the vesting dates. The amounts shown in non-equity incentive plan awards ~~under our 2010 Long-Term Compensation Plan. Moving forward, we~~reflect a prorated amount based on a combination of the payout levels for her previous and current roles, and the number of days in each role.

(7)

Ms. Raymond was promoted to Senior Executive Vice President, Chief Marketing Officer on August 16, 2022. In connection with this promotion, she received restricted stock units with a grant date value of $2,000,000. These units will vest in five equal annual installments on the first through fifth anniversaries of the grant date, all contingent on her continued employment by Kohl’s on the vesting dates. The amounts shown in non-equity incentive plan awards reflect a prorated amount based on a combination of the payout levels for her previous and current roles, and the number of days in each role.

(8)

In connection with her departure, Ms. Gass forfeited her performance share units from the 2022-2024 LTIP grant and the restricted stock units awarded to her in 2022.

(9)

In connection with his departure, Mr. Gaffney forfeited his performance share units from the 2022-2024 LTIP grant and one-half of the restricted stock units awarded to him in 2022.

(10)

In connection with his departure, Mr. Revelle forfeited his performance share units from the 2022-2024 LTIP grant and one-fourth of the restricted stock units awarded to him in 2022.

We are currently authorized to issue equity awards under our 2017 Long-Term Compensation Plan. Awards under our 2017 Plan may be in the form of stock options, stock appreciation rights, common

stock including restricted stock, common stock units, performance units and performance shares. Our executives do not participate in any other long- or short-term equity incentive plans.

~~Employment Agreements~~

EMPLOYMENT AND EXECUTIVE COMPENSATION AGREEMENTS

We ~~have~~previously had employment agreements with ~~Messrs. Mansell, Besanko and Schepp and Mses. Chawla and~~Ms. Gass ~~as well as a letter agreement with Mr. McDonald. These agreements include the following terms:~~

~~the term of each agreement, other than Mr. Mansell’s agreement~~ and Mr. ~~McDonald’s retirement letter agreement described in the section captioned “Potential Payments Upon Termination or Change~~Revelle, both of ~~Control” beginning on page 57, is three years,~~which included:

■

a three-year term, extended on a daily basis until either party notifies the other that the term ~~shall~~should no longer be so ~~extended;~~

extended,

~~each executive shall receive an~~

■

a fixed annual base salary, ~~which,~~and

■

possible payments and other benefits upon termination of employment or a change of control of Kohl’s, as described below under “Potential Payments Upon Termination or Change of ~~February 3, 2018 was $1,425,000 for~~Control.”

In addition, we have executive compensation agreements with Mses. Timm, Mc Feeney and Raymond and Mr. ~~Mansell, $1,400,000 for Ms. Gass, $1,200,000 for Ms. Chawla, $927,200 for~~Chini, as well as previously had an executive compensation agreement with Mr. ~~Schepp and $900,000 for Mr. Besanko; and~~

Gaffney. These agreements do not have a term, but provide that the executives may be entitled to certain payments and other benefits upon termination of

their employment or a change of control of Kohl’s, as described below ~~in the section captioned~~under “Potential Payments Upon Termination or Change of ~~Control,~~Control.” ~~beginning~~The Committee believes these types of agreements remain important to both our executives and to the Company: the executives benefit from clarity of the terms of their employment and protection in certain events of termination, and Kohl’s benefits from nondisclosure and non-competition protection, which enhances our ability to retain the services of our executives.

As part of the Company’s continued focus on ~~page 57.~~

succession planning and operational excellence, we regularly engage in detailed competitive benchmarking regarding the key terms and conditions, as well as the form, of the employment and executive compensation agreements extended to the NEOs compared to agreements used by the Company’s key competitors for similarly-situated retail industry executives.

Kohl’s Corporation| 2023 Proxy Statement

TABLE OF CONTENTS

Executive Compensation

OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END

The following table sets forth information for each named executive officer with respect to ~~outstanding exercisable and unexercisable options to purchase our common stock,~~ unvested restricted stock awards and units and performance share units that had not been earned or vested at ~~February 3, 2018.~~

Option Awards Stock Awards⁽¹⁾
Number of Securities
Underlying
Unexercised Options
Option
Exercise
Price

Option
Expiration
Date
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested Market
Value
of
Shares
or Units
of Stock
That
Have
Not
Vested⁽²⁾ Equity Incentive Plan
Awards
Exercisable Unexercisable
Number
of
Units
of Stock
That
Have
Not
Vested

Market
Value of
Units of
Stock
That
Have Not
Vested⁽²⁾

Kevin Mansell
92,600 $ 50.39 02/13/2018 17,709 ⁽³⁾ $ 1,123,990 11,761 ⁽⁶⁾ $ 746,471
192,572 $ 52.80 03/28/2018 41,944 ⁽⁴⁾ $ 2,662,186 83,673 ⁽⁷⁾ $ 5,310,725
239,907 $ 48.48 03/26/2019 66,360 ⁽⁵⁾ $ 4,211,869 233,200 ⁽⁸⁾ $ 14,801,204
Michelle Gass
5,165 ⁽³⁾ $ 327,823 3,431 ⁽⁶⁾ $ 217,766
12,234 ⁽⁴⁾ $ 776,492 24,405 ⁽⁷⁾ $ 1,548,985
19,355 ⁽⁵⁾ $ 1,228,462 238,846 ⁽⁸⁾ $ 15,159,619
52,475 ⁽⁹⁾ $ 3,330,588
Sona Chawla
95,407 ⁽¹⁰⁾ $ 6,055,482 5,782 ⁽⁶⁾ $ 366,984
12,234 ⁽⁴⁾ $ 776,492 24,405 ⁽⁷⁾ $ 1,548,985
19,355 ⁽⁵⁾ $ 1,228,462 68,018 ⁽⁸⁾ $ 4,317,102
65,594 ⁽¹¹⁾ $ 4,163,251
Bruce Besanko
107,286 ⁽¹²⁾ $ 6,809,442 60,560 ⁽⁸⁾ $ 3,843,743
18,775 ⁽¹³⁾ $ 1,191,649
Richard Schepp
42,840 $ 48.48 03/26/2019 4,800 ⁽¹⁵⁾ $ 304,656 1,961 ⁽⁶⁾ $ 124,465
20,480 5,121 ⁽¹⁴⁾ $ 45.54 04/01/2020 2,953 ⁽³⁾ $ 187,427 24,405 ⁽⁷⁾ $ 1,548,985
12,234 ⁽⁴⁾ $ 776,492 68,018 ⁽⁸⁾ $ 4,317,102
19,355 ⁽⁵⁾ $ 1,228,462
65,594 ⁽¹⁶⁾ $ 4,163,251
Wesley McDonald⁽¹⁷⁾
20,000 $ 60.17 08/04/2018 1,961 ⁽⁶⁾ $ 124,465
5,121 ⁽¹⁴⁾ $ 45.54 07/01/2019 24,405 ⁽⁷⁾ $ 1,548,985

January 28, 2023. There were no outstanding options to purchase our common stock at January 28, 2023.

	Stock Awards and Units(1)							Equity Incentive Plan Awards(3)
	Number of Shares of Stock That Have Not Vested (#)		Vesting Schedule			Market Value of Shares of Stock That Have Not Vested(2) ($)		Number of Units of Stock That Have Not Vested (#)		Vesting Schedule		Market Value of Units of Stock That Have Not Vested(2) ($)
Name	Number of Shares of Stock That Have Not Vested (#)		Annual Award Vesting		Future Vesting Date(s)	Market Value of Shares of Stock That Have Not Vested(2) ($)		Number of Units of Stock That Have Not Vested (#)		Scheduled Vesting Date	Performance Period	Market Value of Units of Stock That Have Not Vested(2) ($)
Mr. Kingsbury		3,269		100%	May 10, 2023(4)		102,941
Mr. Kingsbury		130,940		100%	January 13, 2024		4,123,301
Ms. Timm		1,179		20%	March 26, 2023		37,127		85,561	February 28, 2023	2020-2022		2,694,316(5)
		3,305		20%	May 15, 2023		104,074		12,181	March 2024	2021-2023		383,580(6)
		1,140		25%	March 25, 2023		35,899		5,174	March 2025	2022-2024		162,929(7)
		28,299		20%	December 13, 2023, 2024		891,136
		15,382		25%	March 27, 2023, 2024		484,379
		6,982		25%	March 29, 2023, 2024, 2025		219,863
		10,690		25%	March 28, 2023, 2024, 2025, 2026		336,628
Mr. Chini		2,158		25%	March 25, 2023		67,955		85,561	February 28, 2023	2020-2022		2,694,316(5)
		15,382		25%	March 27, 2023, 2024		484,379		12,181	March 2024	2021-2023		383,580(6)
		6,982		25%	March 29, 2023, 2024, 2025		219,863		4,507	March 2025	2022-2024		141,925(7)
		9,311		25%	March 28, 2023, 2024, 2025, 2026		293,203
Ms. Mc Feeney		8,535		33%	February 14, 2023		268,767		2,550	March 2024	2021-2023		80,300(6)
		8,860		20%	March 27, 2023, 2024, 2025		279,001		2,003	March 2025	2022-2024		63,074(7)
		3,575		20%	March 29, 2023, 2024, 2025, 2026		112,577
		8,876		20%	February 15, 2023, 2024, 2025, 2026, 2027		279,505
		4,138		25%	March 28, 2023, 2024, 2025, 2026		130,306
		62,801		20%	August 15, 2023, 2024, 2025, 2026, 2027		1,977,603
Ms. Raymond		1,041		20%	March 26, 2023		32,781		24,906	February 28, 2023	2020-2022		784,290(5)
		1,877		20%	March 25, 2023, 2024		59,107		6,139	March 2024	2021-2023		193,317(6)
		27,557		20%	March 13, 2023, 2024, 2025		867,770		2,163	March 2025	2022-2024		68,113(7)
		11,076		20%	March 27, 2023, 2024, 2025		348,783
		4,577		25%	July 15, 2023, 2024		144,130
		3,520		25%	March 29, 2023, 2024, 2025		110,845
		4,470		25%	March 28, 2023, 2024, 2025, 2026		140,760
		71,117		20%	September 15, 2023, 2024, 2025, 2026, 2027		2,239,474

(1)

Includes accrued but unvested dividend equivalent shares.

(2)

Based upon the $31.49 price of our common stock on January 28, 2023.

(3)

The number of shares that will actually become issuable is contingent upon Kohl’s cumulative net sales, operating income, and operating cash flow for the 2020-2022 LTIP and cumulative net sales, operating margin percent, and operating cash flow for the 2021-2023 LTIP and the 2022-2024 LTIP in relation to pre-established performance hurdles

⁽¹⁾	~~Includes accrued but unvested dividend equivalent shares.~~

⁽²⁾68

~~Based upon the $63.47 price of our common stock on February 3, 2018.~~

⁽³⁾	~~Award vests 25% per year with future vesting dates of March 30, 2018 and 2019.~~

⁽⁴⁾	~~Award vests 25% per year with future vesting dates of March 28, 2018, 2019 and 2020.~~

⁽⁵⁾

2023 Proxy Statement |Kohl’s Corporation

~~Award vests 25% per year with future vesting dates of March 27, 2018, 2019, 2020 and 2021.~~

⁽⁶⁾

The units reported in this column represent actual shares issued pursuant to performance share units granted under the company’s LTIP. The performance share units vested on March 1, 2018. The number of shares that became issuable was based upon Kohl’s 2015-2017 cumulative sales and net income performance in relation to~~pre-established~~ ~~performance hurdles.~~

⁽⁷⁾

The units reported in this column represent potentially issuable shares pursuant to performance share units granted under the company’s LTIP. The performance share units are scheduled to vest in February 2019. The number of shares that will actually become issuable is contingent upon Kohl’s 2016-2018 cumulative sales and net income performance in relation to~~pre-established~~ ~~performance hurdles. The number of units reported in this column assumes Kohl’s achieves cumulative net income and sales levels required for a payout at the “target” level.~~

⁽⁸⁾

TABLE OF CONTENTS

~~sales and net income performance in relation topre-established~~ ~~performance hurdles. The number of units reported in this column assumes Kohl’s achieves cumulative net income and sales levels required for a payout at the “maximum” level.~~

⁽⁹⁾

~~Award vests 25% per year with future vesting dates of September 25, 2018, 2019, 2020 and 2021.~~

⁽¹⁰⁾Executive Compensation

~~Award vests 25% per year with future vesting dates of December 15, 2018 and 2019.~~

⁽¹¹⁾	~~Award vests 50% per year with future vesting dates of September 25, 2018 and 2019.~~

⁽¹²⁾	~~Award vests 33% per year with future vesting dates of August 15, 2018, 2019 and 2020.~~

⁽¹³⁾	~~Award vests 25% per year with future vesting dates of August 15, 2018, 2019, 2020 and 2021.~~

⁽¹⁴⁾	~~Award vests 20% per year with a future vesting date of April 1, 2018.~~

⁽¹⁵⁾	~~Award vests 20% per year with a future vesting date of May 15, 2018.~~

⁽¹⁶⁾	~~Award to vest in full on September 25, 2018.~~

⁽¹⁷⁾	Mr. McDonald retired as our Chief Financial Officer effective April 28, 2017. Pursuant to the Securities and Exchange Commission’s rules, Mr. McDonald is still considered a named executive officer for purposes of this table.

during the respective performance period. The number of units reported in this column assumes Kohl’s achieves the performance hurdle levels required for a payout at the noted level.

(4)

Shares earned for Mr. Kingsbury’s service as a non-employee Director. See the Director Compensation for a more detailed description.

(5)

Reflects payout at “Actual”

(6)

Reflects payout at “Target”

(7)

Reflects payout at “Threshold”

OPTION EXERCISES AND STOCK VESTED IN ~~2017~~

   Option Awards Stock Awards
  Name Number of
Shares
Acquired
on
Exercise
(#) Value
Realized
on
Exercise
($) Number of
Shares
Acquired
on Vesting
(#) Value
Realized
on Vesting
($)
  Kevin Mansell
—   —   92,178 $ 4,010,968
  Michelle Gass
—   —   66,185 2,700,674
  Sona Chawla
—   —   51,114 2,475,224
  Bruce Besanko
—   —   —   —
  Richard Schepp
—   —   21,830 906,432
  Wesley McDonald⁽¹⁾
31,188 $ 138,484 22,590 890,809 ⁽²⁾

⁽¹⁾	Mr. McDonald retired as our Chief Financial Officer effective as of April 28, 2017. Pursuant to the Securities and Exchange Commission’s rules, Mr. McDonald is still considered a named executive officer for purposes of this table.

⁽²⁾	~~Includes 7,568 shares with a value realized on vesting of $292,652 which vested on July 1, 2017 per the terms of Mr. McDonald’s Amended Employment Agreement dated November 9, 2016.~~

2022

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Mr. Kingsbury(1)		—		—		2,284		112,826
Ms. Timm		—		—		32,197		1,437,509
Mr. Chini		—		—		12,801		744,324
Ms. Mc Feeney		—		—		11,709		698,056
Ms. Raymond		—		—		17,375		926,642
Ms. Gass		—		—		80,428		4,942,557
Mr. Gaffney(2)		—		—		48,971		1,748,993
Mr. Revelle(3)		—		—		66,536		3,062,017

(1)

All shares vesting reflect shares earned for Mr. Kingsbury’s time as a non-employee Director. See the Director Compensation for a more detailed description.

(2)

Includes 39,444 shares with a value realized on vesting of $1,163,212 which vested on August 2, 2022 per the terms of Mr. Gaffney’s Employment Agreement dated September 16, 2019.

(3)

Includes 41,580 shares with a value realized on vesting of $1,672,629 which vested on June 2, 2022 per the terms of Mr. Revelle’s Employment Agreement dated April 9, 2018.

PENSION BENEFITS

We do not maintain any pension benefit plans for our officers or Directors that would otherwise be disclosable in these proxy materials.

NONQUALIFIED DEFERRED COMPENSATION

We have no retirement plans for our executive officers other than defined contribution plans and a retiree health plan for certain former principal officers. Approximately ~~400~~300 of our executives are eligible for participation in the Kohl’s Deferred Compensation Plans, which are unfunded, unsecured plans. The Deferred Compensation Plans allow our executives to defer all or a portion of their base salary and bonuses. Elections to participate in these plans are made by our executives on an annual basis, prior to the beginning of the year in which the compensation is earned.

We do not make any company contributions to the Deferred Compensation Plans. The aggregate balance of each participant’s account consists of amounts that have been deferred by the participant, plus earnings (or minus losses). We deposit the deferred amounts into a trust for the benefit of plan participants. In accordance with tax requirements,

the assets of the trust are subject to claims of our creditors. Account balances are deemed invested in accordance with investment elections designated by the executive from time to time but no more frequently than monthly. There are several investment options available to plan participants, including money market/fixed income funds, domestic and international equity funds, blended funds, andpre-allocated lifestyle fund investments.

Deferred account balances are distributed to the plan participants in accordance with elections made by the ~~executive~~participant at the time of the ~~deferral is made.~~deferral. These distributions may be scheduled for future years while the executive remains our employee or following the participant’s termination of employment, either in a lump sum or in installments. A separate distribution election is made by plan participants with respect to account balance distributions in the event of a change of control of Kohl’s.

Kohl’s Corporation| 2023 Proxy Statement

TABLE OF CONTENTS

Executive Compensation

The following table shows the executive contributions, earnings and account balances for the persons named in the Summary Compensation Table.

  Name Executive
Contributions
in Last FY
($)⁽¹⁾ Registrant
Contributions
in Last FY
($) Aggregate
Earnings in
Last FY
($)⁽¹⁾ Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance
at Last Fiscal
Year End
($)⁽²⁾

Kevin Mansell
—   —   $ 888,080 —   $ 4,291,925
Michelle Gass
—   —   —   —   —
Sona Chawla
—   —   —   —   —
Bruce Besanko
$ 18,000 —   $ 1,130 —   $ 19,130
Richard Schepp
$ 416,213 —   $ 540,845 —   $ 4,929,812
Wesley McDonald
—   —   $ 68,289 $ 1,598,221 $ 358,583

⁽¹⁾	~~Executive contributions are included as compensation in the Summary Compensation Table in the year contributed. Earnings on account balances are not included in the Summary Compensation Table.~~

⁽²⁾

Included in the Aggregate Balance are executive contributions which were previously reported in the Summary Compensation Table in either 2017 or prior totaling $2,104,169 for Mr. Mansell, $1,453,035 for Mr. McDonald, $1,956,708 for Mr. Schepp, and $18,000 for Mr. Besanko. Also included in the Aggregate Balance are executive contributions prior to the executive becoming an NEO and aggregate earnings on the contributions.

Name	Executive Contributions in Last FY(1) ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY(1) ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End(2) ($)
Mr. Kingsbury		—		—		—		—		—
Ms. Timm		—		—		—		—		—
Mr. Chini		—		—		—		—		—
Ms. Mc Feeney		104,204		—		(3,746)		—		154,492
Ms. Raymond		—		—		—		—		—
Ms. Gass		—		—		—		—		—
Mr. Gaffney		—		—		—		—		—
Mr. Revelle		—		—		(50,012)		(105,877)		807,978

(1)

Executive contributions are included as compensation in the Summary Compensation Table in the year contributed. Earnings on account balances are not included in the Summary Compensation Table.

(2)

Included in the Aggregate Balance are executive contributions which were previously reported in the Summary Compensation Table in either 2022 or prior totaling $528,194 for Mr. Revelle and $0 for Ms. Mc Feeney. Also included in the Aggregate Balance are executive contributions prior to the executive becoming an NEO and aggregate earnings on the contributions.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Upon termination of their employment or a change of control of Kohl’s, ~~Messrs. Mansell, Schepp and Besanko, and Mses. Gass and Chawla will~~our NEOs would be entitled ~~(and in the case of Mr. McDonald, was entitled)~~ to various payments and other benefits pursuant to their respective Employment Agreements ~~a letter agreement with Mr. McDonald, our 2010 Long-Term~~or Executive Compensation ~~Plan,~~Agreements, our 2017 Long-Term Compensation Plan, our Annual Incentive Plan, and our associate merchandise discount program. ~~These payments~~

Mr. Kingsbury

Potential Payments and ~~benefits are described below.~~

~~Mr. Mansell~~

Benefits Under Employment Agreement

~~We are~~

Mr. Kingsbury is not currently a party to ~~an amended and restated~~any employment or executive compensation agreement ~~with Mr. Mansell that provides~~providing for certain payments and other benefits upon ~~his~~a termination of employment ~~as CEO. The agreement does not provide separate~~ or ~~incremental benefits upon~~ a change of control of Kohl’s. As of the end of Fiscal 2022, Mr. ~~Mansell’s~~Kingsbury held one outstanding restricted stock award granted in his role of director and one restricted stock unit award granted in his role as CEO. He is entitled to the following benefits upon his termination of employment ~~agreement,~~and/or service as ~~amended and restated on November 14, 2014, contemplates that, at the Board’s discretion,~~a director under each award as described below.

DIRECTOR RESTRICTED STOCK AWARD

If Mr. ~~Mansell could~~Kingsbury ceases to be ~~appointed as non-executive Chairman~~a member of the Board ~~following~~for any reason (other than as described

below) prior to vesting, he shall immediately forfeit his ~~service as CEO~~restricted stock award.

RESTRICTED STOCK UNIT AWARD

If both Mr. Kingsbury’s employment and defines his rights and obligations during this transition period or, should the Board decide not to appoint him as non-executive Chairman, Mr. Mansell is provided with certain benefits relating to his equity awards. As announced in September 2017, Mr. Mansell will retire as CEO after the 2018 Annual Meeting of Shareholders, and will not continue to serveservice as a director ~~after that date. The payments and other benefits under Mr. Mansell’s agreement are as follows:~~

~~If his employment terminates while he is CEO other than due to his death or disability, he will not receive any severance payments;~~

~~If his employment~~ is terminated ~~upon~~for any reason (other than as described below), he shall immediately forfeit his ~~death or disability during his service as CEO:~~

~~he or his estate is entitled to a pro rata bonus for the current fiscal year;~~

~~he or his estate is entitled to a severance payment in the amount of one half of his then annual base salary, payable over one year in~~restricted stock unit award. In the event of his death ~~and over six months in the event of his disability; and~~

he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or the eligible dependents in the event of his death) reimburses us for all premiums paid for such retiree health insurance benefits.

~~When Mr. Mansell’s employment~~or disability while serving as CEO ~~terminates (since~~or a director, he will not be appointed non-executive Chairman), as long as Mr. Mansell has served as CEO until the desired date determined by the Board (the “Mansell Transition Date”), Mr. Mansell will receive the following benefits undershall continue to vest in his employment agreement. However, the following benefits do not apply if we terminate his employment for Cause or if he resigns as CEO prior to the Mansell Transition Date. His employment agreement provides:

~~he is entitled to a pro rata bonus for the current fiscal year;~~

~~to the extent unvested, accelerated vesting of all of his outstanding~~ restricted stock ~~awards;~~

~~to the extent unvested, continued vesting of all of his outstanding performance share~~ unit ~~awards; and~~

~~Mr. Mansell’s amended and restated employment agreement does not provide any tax gross ups.~~

~~Following his termination of employment as CEO, Mr. Mansell will be prohibited from competing with us for a period of two years.~~

~~In all cases, our obligation to pay the benefits described above is contingent upon Mr. Mansell’s execution of a general release of claims against us.~~

~~Accelerated Vesting of Equity Awards~~

As described above, certain provisions in Mr. Mansell’s employment agreement allow for acceleration or continued vesting of equity awards upon certain terminations of employment. The award agreements applicable to Mr. Mansell’s outstanding restricted stock provide for accelerated vestingaward. Further, in the event of a ~~termination~~change of ~~employment due to death and award agreements applicable to time-vested~~control, his restricted stock ~~awards granted in 2015, 2016, and 2017 provide for~~units will vest on an accelerated ~~vesting in~~basis only if, within six months before or twelve months following the ~~event~~change of ~~a termination of~~control, he (i) terminates employment ~~due to disability. Other provisions in such award agreements relating to acceleration~~ or continued vesting in the event of other terminations of employment are no longer controlling and the terms of Mr. Mansell’s employment agreement control in such cases. Pursuant to the terms of our performance share unit award agreements, upon a termination of Mr. Mansell’s employmentservice due to a ~~disability, he~~mandatory relocation of more than fifty miles from his principal work location or a material reduction in the executive’ s title or organizational reporting level, or his base salary (“good reason”) and no longer serves as either CEO or a director or (ii) is terminated without cause and no longer serves as either CEO or a director. Additionally, if his restricted stock unit award is not assumed by the acquiring or surviving company upon a change of control it will vest in the actual number of performance share units that are earned at the end of the performance period. In addition, if Mr. Mansell’s employment terminates due to his death, such performance share units shall vest at the target amount.

~~Non-Contractual Benefit Upon Retirement~~

In addition to his contractual benefits, upon his retirement, Mr. Mansell will be entitled to participate for his lifetime in our associate merchandise discount program, on such terms and to the extent the program continues to be made available to our senior executives.

immediately.

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Potential Benefit ~~Summary —~~ Summary—Mr. ~~Mansell~~

Kingsbury

The following table shows the ~~potential payments to Mr. Mansell upon termination of his employment during the term of his employment agreement. Also shown is the~~ value of ~~any of Mr. Mansell’s performance share units~~restricted stock and restricted stock units that would vest upon certain terminations of Mr. ~~Mansell’s employment. Note that, consistent with our announcement~~Kingsbury’s employment and/or directorship in ~~September 2017, it is intended that the Mansell Transition Date will be May 16, 2018, the date of Mr. Mansell’s retirement. However, the~~certain circumstances. The amounts shown in the table assume a ~~February 3, 2018~~January 28, 2023, employment and service termination date. Also

assumed is a ~~$63.47~~January 28, 2023, effective date of a change of control and $31.49 price of our common stock, which was the ~~February 2, 2018~~January 27, 2023, closing price of our common stock on the New York Stock Exchange.

~~Based on Mr. Mansell’s amended and restated employment agreement, there are no special provisions related to the accelerated vesting of outstanding equity awards he holds~~ The amounts shown in the ~~event~~following table also assume that in a change of ~~a “change of~~ control,~~” except to~~ the ~~extent that an~~ acquiring or surviving company would ~~not assume~~have assumed the outstanding equity ~~awards granted under~~awards.

Potential Payments to Mr. Kingsbury	Voluntary Termination by Executive ($)		Involuntary Termination by Kohl’s With Cause ($)		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($)		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($)		Termination Due to Disability ($)		Death ($)
Value of Accelerated Restricted Stock		—		—		—		—		—		—
Value of Accelerated Restricted Stock Units Units(1)		—		—		—		4,123,301		4,123,301		4,123,301
Total		—		—		—		4,123,301		4,123,301		4,123,301

(1)

This illustration assumes the ~~2010 Long-Term~~termination of Mr. Kingsbury’s position as both CEO and a director. Here, the value of restricted stock units that would accelerate includes dividend equivalents payable in additional shares that would be earned upon settlement of the grant based on dividend activity between the date of grant and January 28, 2023.

Mses. Mc Feeney, Raymond and Timm and Mr. Chini

Potential Payments and Benefits Under Executive Compensation ~~Plan. Consistent with prior year disclosures, we assume that such an event would not occur~~Agreements

Mses. Mc Feeney, Raymond, and ~~thus, there~~Timm and Mr. Chini are ~~no enhanced benefits to disclose for Mr. Mansell upon a “change of control.”~~

   Termination
Prior to
Mansell
Transition
Date
Termination
at or After
Mansell
Transition
Date⁽¹⁾
Termination
Due to
Disability
Prior to
Mansell
Transition
Date Termination
Due to Death
Prior to
Mansell
Transition
Date
Severance Payment — Salary Continuation
—   —   $ 712,500 $ 712,500
Severance Payment — Bonus Payments
—   —   —   —
Pro Rated Bonus⁽²⁾
—   $ 3,562,500 $ 551,967 $ 551,967
Value of Accelerated Restricted Stock⁽³⁾
—   $ 7,997,925 $ 7,997,925 $ 7,997,925
Value of Accelerated Performance Share Units⁽⁴⁾
—   $ 20,858,336 $ 20,858,336 $ 14,331,989
TOTAL
—   $ 32,418,761 $ 30,120,728 $ 23,594,381

⁽¹⁾	While a termination on February 3, 2018, would have been a termination prior to the intended Mansell Transition Date of May 16, 2018, this illustration assumes a Mansell Transition Date of February 3, 2018.

⁽²⁾

⁽³⁾	The value of accelerated restricted stock includes dividend equivalents on the applicable award that were credited as additional shares subject to the same vesting restrictions as the original award of restricted stock.

⁽⁴⁾

The value of accelerated performance share units are illustrated at target for termination due to death prior to the Mansell Transition Date. In the case of (i) termination due to disability prior to the Mansell Transition Date or (ii) termination at or after the Mansell Transition Date the actual award earned at the end of the performance period would be payable, as if Mr. Mansell had remained employed through the end of the performance period. Here, the payout shown in those columns is based on the number of shares earned based on actual performance for the 2015 award, target performance for the 2016 award, and maximum performance for the 2017 award. The value of performance share units that would be earned includes dividend equivalents that would have been earned on the underlying grant.

~~Ms. Gass~~

~~Employment Agreement~~

~~Ms. Gass is~~ party to ~~an amended and restated employment agreement which provides~~substantially identical executive compensation agreements that provide the following payments and other benefits upon ~~her~~a termination of employment or ~~upon~~ a change of control of ~~Kohl’s:~~

Kohl’s. Except as otherwise provided below, the following sections describe the arrangements and benefits in place as of the last day of Fiscal 2022 that the NEOs Mses. Mc Feeney, Raymond, and Timm and Mr. Chini may become entitled to upon certain terminations of employment and a change in control of Kohl’s.

TERMINATION FOR CAUSE OR RESIGNATION

If ~~her~~the executive’s employment is terminated by us for cause ~~due to our non-renewal of her employment agreement,~~ or if ~~she~~the executive voluntarily resigns, ~~she~~the executive will not receive any severance ~~payments;~~

payments.

DEATH OR DISABILITY

If ~~her~~the executive’s employment is terminated ~~either~~ upon death or disability:

~~she~~■

the executive or ~~her~~the executive’s estate is entitled to receive a pro rata bonus for the current fiscal ~~year;~~

she or her estate is entitled to receive severance in the amount of one half of her then annual base salary, payable over one year in the event of her death, and over six months in the event of her disability; and

she and her spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided she (or her eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits.

If she terminates employment as a result of a material reduction in her job status or scope of responsibilities (i.e., for “good reason”), or if we terminate her employment involuntarily without cause during the term of the employment agreement (generally, three years) and the termination is not in connection with a “change of control” (as defined in the agreement), she will be entitled to:

~~a pro rata bonus for the current fiscal~~ year, determined based on ~~the basis of the~~Kohl’s actual performance ~~of Kohl’s~~ at the end of that year, payable at the same time as other executives receive their bonus for that year;

and

■

the executive or the executive’s estate is entitled to receive severance ~~payment equal to~~in the ~~sum of:~~

an amount ~~equal to her aggregate~~of one half of the executive’s then annual base salary, ~~for~~payable over six months in the ~~remaining term of her agreement, but not more than 2.9 years; plus~~

~~an amount equal to the average~~event of the ~~bonus awards made to her under our annual incentive compensation plan over the prior three fiscal years;~~

~~she and her spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided she (or the~~

~~eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits; and~~

~~outplacement services of up to $20,000.~~

~~If, within the three months preceding~~executive’s disability or one year ~~following~~in the event of the executive’s death.

RESIGNATION FOR GOOD REASON OR TERMINATION WITHOUT CAUSE

If the executive terminates employment as a result of a mandatory relocation of more than fifty miles from the executive’s principal work location or a material reduction in the executive’s title,

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organizational reporting level, or base salary (i.e., for “good reason”), or if we terminate the executive’s employment involuntarily without cause and the termination is not in connection with a “change of control” ~~of Kohl’s (as~~(as defined in the executive’s agreement) ~~Ms. Gass’ employment is terminated by us without cause during~~, the ~~term of the agreement or by her for “good reason,” she~~executive will be entitled to the following severance benefits:

■

a pro rata bonus for the current fiscal year, determined based on Kohl’s actual performance at the ~~basis~~end of ~~the average award made to her over the prior three fiscal years and paid~~that year, payable at the same time as other executives receive their bonus for that year;

■

a severance payment equal to two times the executive’s then annual base salary, payable in a lump sum within sixty days following termination;

■

for Ms. Timm and Mr. Chini, their executive compensation agreements (standard with the form executive compensation agreement in place at the time the executives became party to their current agreements) provide that any restricted stock awarded to the executives after the date of their current executive compensation agreements that would have vested during the two-year period following termination of the executive’s employment will vest immediately;

■

up to two years of post-termination health care coverage under our health insurance plan if the executive (and the executive’s spouse and eligible dependents) is eligible for, and timely elects to participate in Kohl’s group health insurance plan pursuant to COBRA, and Kohl’s will pay that portion of the executive’s monthly COBRA payment that is equal to our normal monthly cost of coverage for full-time employees under our group health insurance plans; and

■

outplacement services of up to $20,000.

CHANGE OF CONTROL

If, within fifteen months following a change of control of Kohl’s (as defined in the executive’s agreement), the executive’s employment is terminated by us without cause or by the executive for “good reason,” the executive will be entitled to the following severance benefits:

■

a severance payment equal to two times the sum of:

~~an amount equal to her aggregate~~

■

the executive’s then annual base salary ~~for~~(or, if higher, the ~~remaining term~~base salary in effect immediately prior to the change in control), payable in a lump sum within sixty days following the executive’s termination of ~~her agreement, but not more than 2.9 years;~~employment; plus

■

an amount equal to the average of the bonus awards made to ~~her~~the executive under our annual incentive compensation plan over the prior three fiscal years;

■

up to two years ~~multiplied by the number~~ of ~~years remaining in the term of her agreement, but not more than 2.9 years;~~

~~she and the her spouse and eligible dependents shall be provided post-retirement~~post-termination health care coverage under our health insurance plan if the executive (and the executive’s spouse and ~~supplemental executive medical plan, provided she (or her~~ eligible ~~dependents~~dependents) is eligible for, and timely elects to participate in, ~~the event of death) reimburses us for all premiums paid for such retiree~~Kohl’s group health insurance ~~benefits;~~plan pursuant to COBRA, and

Kohl’s will pay that portion of the executive’s monthly COBRA payment that is equal to our normal monthly cost of coverage for full-time employees under our group health insurance plans; and

■

outplacement services of up to $20,000.

~~Ms. Gass’~~

RETIREMENT

If the executive voluntarily terminates employment ~~agreement does~~due to retirement (here, for purposes of the executive compensation agreements, age 55 and ten years of service), the executive will be entitled to receive a pro rata bonus for the current fiscal year, determined based on Kohl’s actual performance at the end of that year, payable at the same time as other executives receive their bonus for that year. As of the end of Fiscal 2022, Mses. Mc Feeney, Raymond and Timm and Mr. Chini were not ~~provide~~eligible for retirement. However, Mr. Chini will become Retirement Eligible in 2023 as a ~~tax gross up.~~

result of his transition arrangement, described in further detail in the section below captioned “Mr. Chini’s Transition and Retirement.”

~~Following her termination, she~~In all cases, our obligation to pay severance under the executive compensation agreements is contingent upon the executive’s execution of a general release of claims against us. In addition, the executive will be prohibited from competing with usKohl’s for a period of one ~~year.~~

year after termination.

In accordance with Section 409A of the Internal Revenue Code of 1986, as amended, certain payments under the ~~employment agreement are~~executive compensation agreements may not be payable until the six-month anniversary of the date of termination. As is the case with all of our executive compensation agreements, neither executive compensation agreement provides a ~~termination.~~

tax gross up.

~~In all cases, our obligation to pay severance is contingent upon her execution of a general release of claims against us.~~

Accelerated Vesting of Equity Awards

~~For time-vested~~

IN THE EVENT OF A CHANGE OF CONTROL

In the event of a change of control, restricted stock ~~awarded~~and restricted stock unit awards will vest on an

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accelerated basis only (except as described above with respect to ~~Ms. Gass~~vesting under the ~~terms~~executive compensation agreements) if, within six months before or twelve months following the change of ~~our 2010 Long-Term Compensation Plan and 2017 Long-Term Compensation Plan,~~control, the executive (i) terminates employment for “good reason,” or (ii) is terminated without cause. However, any such awards that are not assumed by the acquiring or surviving company upon a ~~“change~~change of control” will vest immediately.

In the event of a change of control, all performance share unit awards will continue to be subject to any time-based vesting ~~of such awards is accelerated only~~schedule, but the performance criteria will be deemed to have been satisfied at the target level. However, if ~~she~~the executive terminates employment within six months prior to or twelve months following a ~~“change~~change of control~~” as a result of her termination~~ for “good ~~reason”~~reason,” or if ~~her employment is terminated without cause. This is true if~~ the performance share unit awards are not assumed or maintained by the acquiring or surviving company at the time of the ~~“change~~change of ~~control.” If the awards are not assumed by the acquiring or surviving company upon a “change of~~ control,” then ~~the awards accelerate vesting at the time of the “change of control.” Under the same Plan, upon a “change of control,”~~ all outstanding performance share unit awards ~~shall continue to be subject to any time-based vesting schedule, but any related performance vesting criteria~~ will ~~be deemed to have been satisfied~~vest immediately at the target ~~level. Again, this is true if the performance share unit awards are assumed by the acquiring~~amount.

WITHOUT A CHANGE OF CONTROL

If Mses. Mc Feeney or surviving company. If Ms. Gass terminates employment as described above within six months prior to or twelve months following a “change of control” or if the performance share unit awards are not assumed by the acquiring or surviving company at the time of the “change of control,” then all such outstanding awards shall immediately vest.

~~In addition, for any time-vested restricted stock awarded to Ms. Gass, if she~~Raymond terminates employment for “good reason” or if we terminate ~~her~~the executive’s employment without cause, ~~during~~any restricted stock awarded before the ~~term~~date of ~~her employment~~the executive’s executive compensation agreement ~~the restricted stock~~ that would have vested during the ~~three-year~~one-year period following termination will vest immediately.

If the executive terminates employment for “good reason” or if we terminate the executive’s employment without cause, any restricted stock units that would have vested during the two-year period following termination of ~~her~~the executive’s employment will ~~vest.~~

~~Pursuant~~vest immediately (except for restricted stock units granted to Mses. Mc Feeney and Raymond prior to the ~~terms~~date of ~~our performance share unit award~~their promotions and entry into their current executive compensation agreements, ~~upon termination of Ms. Gass’~~which will only vest to the extent they would vest within one year following termination).

DEATH OR DISABILITY

If the executive dies while employed by us or terminates employment due to a disability, ~~she~~all of the executive’s outstanding restricted stock and restricted stock units will immediately vest. Additionally, the executive will vest in the actual number of outstanding performance share units that are earned at the end of the performance period. If the executive’s employment is terminated due to death, all outstanding performance share units will vest at the target amount.

RETIREMENT

Upon the executive’s termination (by the executive or us for any reason other than death, disability, or for cause) after becoming Retirement Eligible (here, for purposes of restricted stock units, age sixty and continuously employed with us for at least five (5) years), the executive will continue to vest in all restricted stock units on each vesting date as if the executive had continued employment with us. However, if the executive voluntarily terminates prior to the first anniversary date of the date of grant of such restricted stock unit award, the continued vesting will not apply to such award. As of the end of Fiscal 2022, Mses. Mc Feeney, Raymond, and Timm and Mr. Chini were not Retirement Eligible.

In addition, for performance share units granted prior to 2021, upon a termination of ~~her~~the executive’s employment by reason of retirement ~~(which retirement would need to be~~(for the 2020 awards, defined as approved ~~as a retirement~~ by the ~~Committee in its discretion at~~Committee), the ~~time of such retirement), she~~executive would vest in a prorated portion of the actual number of performance share units that are earned at the end of the performance period based on the number of months ~~she~~the executive was employed during the performance period. For performance share units granted in 2021 and after, if the executive’s employment terminates on or after the first anniversary date of the date of grant of the performance share unit award for any reason other than by us for cause or due to death or disability after becoming Retirement Eligible (here, defined the same as set forth above for restricted stock units), the executive will vest in the actual number of outstanding performance share units that are earned at the end of the performance period. As of the end of Fiscal 2022, Mses. Mc Feeney, Raymond, and Timm and Mr. Chini were not Retirement Eligible and the Committee had not approved a retirement for any of the executives. However, Mr. Chini will become Retirement Eligible in 2023 as a result of his transition arrangement, described in further detail in the section below captioned “Mr. Chini’s Transition and Retirement.”

MS. TIMM’s CASH AWARD

Kohl’s granted Ms. Timm a cash award in Fiscal 2022 that provides for two retention payments equal to $450,000 each (“Payment Amount 1” and “Payment Amount 2”), payable on January 1, 2024 and January 1, 2025 should Ms. Timm remain employed with Kohl’s through each date.

If ~~her~~Ms. Timm terminates employment for “good reason” or if we terminate the executive’s employment without cause prior to January 1, 2024 (regardless of a change in control), Ms. Timm would receive Payment Amount 1 and forfeit Payment Amount 2. If Ms. Timm terminates employment for “good reason” or if we terminate the executive’s employment without cause after

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January 1, 2024 but prior to January 1, 2025 (regardless of a change in control), Ms. Timm would receive a pro-rated amount of Payment Amount 2 for each full calendar month of employment after January 1, 2024. In each of the foregoing cases, our obligation to pay Payment Amount 1 or Payment Amount 2 is contingent upon the Ms. Timm’s execution of a general release of claims against us.

If Ms. Timm’s employment is terminated ~~upon~~by us for cause or if she voluntarily resigns, she will not be entitled to any unpaid portion of the cash award. Upon termination of the Ms. Timm’s employment due to a disability or her death, ~~such performance share units shall vest at the target amount. Upon her death while employed by us~~Ms. Timm or her ~~termination due~~beneficiary will be entitled to ~~disability, all~~an unpaid portion of ~~her outstanding restricted stock would immediately vest.~~

~~Non-Contractual Benefit Upon Retirement~~

the cash award.

NON-CONTRACTUAL BENEFIT UPON RETIREMENT

In addition to ~~Ms. Gass’~~the contractual benefits described above, upon ~~her~~an executive’s retirement ~~she~~(after age 55 and ten years of service), the executive will be entitled to participate for ~~her lifetime~~life in our associate merchandise discount program, on such terms and to the extent the program continues to be made available to our senior executives.

Potential Benefit ~~Summary —~~ Summary—Ms. ~~Gass~~

Timm

The following table shows the potential payments to Ms. ~~Gass~~Timm upon termination of her employment. Also shown is the value of ~~Ms. Gass’~~ performance share units, restricted stock, and restricted stock units that would vest upon certain terminations of Ms. ~~Gass’~~Timm’s employment following a ~~“change~~change of ~~control”~~control of Kohl’s. The amounts shown in the table assume a ~~February 3, 2018~~January 28, 2023 employment termination date and do not reflect salary accrued as of that date. Also assumed is a ~~February 3, 2018~~January 28, 2023 effective date of a ~~“change of control” and a $63.47 “change~~change of control ~~price”~~and $31.49 price of our common stock, which was the ~~February 2, 2018~~January 27, 2023 closing price of our common stock on the New York Stock Exchange. The ~~terms “change of control” and “change of control price” have the meanings given to these terms in our 2010 Long-Term Compensation Plan and 2017 Long-Term Compensation Plan. The~~ amounts shown in the following table also assume that in a ~~“change~~change of control,” the acquiring or surviving company would have assumed the outstanding equity ~~awards made under~~awards. Ms. Timm’s current executive compensation agreement was entered into effective as of November 1, 2019.

Potential Payments to Ms. Timm	Voluntary Termination by Executive ($)		Involuntary Termination by Kohl’s With Cause ($)		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($)		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($)		Termination Due to Disability ($)		Death ($)
Severance Payment		—		—		1,800,000		3,332,667		450,000		450,000
Pro Rated Bonus(1)		—		—		0		—		0		0
Health Care Continuation		—		—		31,075		31,075		—		—
Outplacement		—		—		20,000		20,000		—		—
Value of Accelerated Restricted Stock and Restricted Stock Units(2)		—		—		1,867,483		2,109,106		2,109,106		2,109,106
Value of Accelerated Performance Share Units(3)		—		—		—		2,165,252		3,240,864		2,165,252
Acceleration of Cash Award						450,000		450,000		900,000		900,000
Total		—		—		4,168,558		8,108,100		6,699,970		5,624,358

(1)

The entire bonus that would be payable upon a termination of employment for Fiscal 2022 is shown here as this table illustrates the ~~2010 Long-Term Compensation Plan and 2017 Long-Term Compensation Plan.~~

   Voluntary
Termination
by Executive Involuntary
Termination
by Kohl’s
With Cause
Termination by
Executive for
Good Reason
or Involuntary
Termination
by Kohl’s
Without Cause
(No Change of
Control)
Termination by
Executive for
Good Reason
or Involuntary
Termination
by Kohl’s
Without Cause
(Following
Change of
Control) Termination
due to
Disability Death
Severance Payment — Salary Continuation
—   —   $ 4,060,000 $ 4,060,000 $ 700,000 $
Severance Payment — Bonus Payments
—   —   $ 314,910 $ 913,239 —   —
Pro Rated Bonus⁽¹⁾
—   —   $ 3,500,000 $ 314,910 $ 314,910 $
Outplacement
—   —   $ 20,000 $ 20,000 —   —
Value of Accelerated Restricted Stock⁽²⁾
—   —   $ 4,523,510 $ 5,663,265 $ 5,663,265 $ 5,663,26
Value of Accelerated Performance Share Units⁽³⁾
—   —   —   $ 8,480,124 $ 16,926,221 $ 8,480,12
TOTAL
—   —   $ 12,418,420 $ 19,451,538 $ 23,604,396 $ 15,158,2
effect of a termination at the end of the fiscal year (thus, a full pro-ration applies). In the case of an involuntary or good reason termination without a change of control, the pro rata bonus is based on actual performance at the end of the year. As described above, Ms. Timm did not earn a bonus for Fiscal 2022 based on company performance.

(2)

The value of accelerated restricted stock includes dividends on the applicable award that were credited as additional

⁽¹⁾

The entire hypothetical bonus for Fiscal 2017 is shown here as this table illustrates the effect of a termination at the end of the fiscal year (thus, a full pro-ration applies). In the case of an involuntary or good reason termination without a change of control, the pro rata bonus is based on actual performance at the end of the year.

2023 Proxy Statement |Kohl’s Corporation

TABLE OF CONTENTS

⁽²⁾

The value of accelerated restricted stock includes dividend equivalents on the applicable award that were credited as additional shares subject to the same vesting restrictions as the original award of restricted stock.

Executive Compensation

⁽³⁾

shares subject to the same vesting restrictions as the original award. Here, the value of restricted stock units that would accelerate includes dividend equivalents payable in additional shares that would be earned upon settlement of the grant based on dividend activity between the date of grant and January 28, 2023.

(3)

The value of performance share units that would accelerate is illustrated at target for (i) death or (ii) following a change of control, termination by the executive for good reason or involuntary termination by Kohl’s without cause. In the case of termination due to disability, the actual award earned at the end of the performance period would be payable. Here, the payout shown in the disability column is based on the number of shares earned based on actual performance for the 2015 award, target performance for the 2016 award, and maximum performance for the 2017 awards. The value of performance share units that would be earned includes dividend equivalents that would have been earned on the underlying grant.

~~Ms. Chawla~~

~~Employment Agreement~~

Ms. Chawla is party to an amended and restated employment agreement which provides the following payments and other benefits upon her termination of employment or upon a change of control of Kohl’s:

If her employment is terminated by us for cause, due to our non-renewal of her employment agreement, or if she voluntarily resigns prior to October 1, 2019, she will not receive any severance payments;

~~If her employment is terminated either upon death or disability:~~

~~she or her estate is entitled to receive a pro rata bonus for the current fiscal year;~~

a pro rata bonus for the current fiscal year, determined on the basis of the actual performance of Kohl’s at the end of that year, payable at the same time as other executives receive their bonus for that year;

~~a severance payment equal to the sum of:~~

~~an amount equal to her aggregate base salary for the remaining term of her agreement, but not more than 2.9 years; plus~~

~~an amount equal to the average of the bonus awards made to her under our annual incentive compensation plan over the prior three fiscal years;~~

~~outplacement services of up to $20,000.~~

If, within the three months preceding or one year following a “change of control” of Kohl’s (as defined in the agreement) Ms. Chawla’s employment is terminated by us without cause during the term of the agreement or by her for “good reason,” she will be entitled to the following severance benefits:

a pro rata bonus for the current fiscal year, determined on the basis of the average award made to her over the prior three fiscal years and paid at the same time as other executives receive their bonus for that year;

~~a severance payment equal to the sum of:~~

~~an amount equal to her aggregate base salary for the remaining term of her agreement, but not more than 2.9 years; plus~~

an amount equal to the average of the bonus awards made to her under our annual incentive compensation plan over the prior three fiscal years, multiplied by the number of years remaining in the term of her agreement, but not more than 2.9 years;

~~outplacement services of up to $20,000; and~~

~~If Ms. Chawla voluntarily resigns after October 1, 2019, she will be entitled to the following severance benefits:~~

~~a payment equal to the amount of her base salary for one year;~~

if her termination is effective in the third or fourth quarter, a full bonus for the fiscal year of termination, determined on the basis of the actual performance of Kohl’s at the end of that fiscal year, payable at the same time as other executives receive their bonus for that fiscal year;

she and her spouse and eligible dependents shall be provided termination health care coverage under our health insurance plan and supplemental executive medical plan, provided she (or her eligible dependents in the event of death) reimburses us for all premiums paid for such health insurance benefits;

~~accelerated vesting of all unvested restricted shares; and~~

~~her termination would be treated as a “retirement” entitling her to vest in performance share units as described below.~~

~~Her employment agreement does not provide a tax gross up.~~

~~Following her termination, she will be prohibited from competing with us for a period of one year.~~

In accordance with Section 409A of the Internal Revenue Code of 1986, as amended, certain payments under the employment agreement are not payable until the six-month anniversary of the date of a termination.

~~In all cases, our obligation to pay severance is contingent upon her execution of a general release of claims against us.~~

~~Accelerated Vesting of Equity Awards~~

For time-vested restricted stock awarded to Ms. Chawla, under the terms of our 2010 Long-Term Compensation Plan and 2017 Long-Term Compensation Plan, upon a “change of control,” the vesting of such awards is accelerated only if the executive terminates employment, within six months prior to or twelve months following a “change of control,” as a result of her termination for “good reason” or if her employment is

terminated without cause. This is true if the awards are assumed by the acquiring or surviving company at the time of the “change of control.” If the awards are not assumed by the acquiring or surviving company upon a “change of control,” then the awards accelerate vesting at the time of the “change of control.” Under the same Plan, upon a “change of control,” all performance share unit awards shall continue to be subject to any time-based vesting schedule, but any related performance vesting criteria will be deemed to have been satisfied at the target level. Again, this is true if the performance share unit awards are assumed by the acquiring or surviving company. If Ms. Chawla terminates employment as described above within six months prior to or twelve months following a “change of control” or if the performance share unit awards are not assumed by the acquiring or surviving company at the time of the “change of control,” then all such outstanding awards shall immediately vest.

In addition, for any time-vested restricted stock awarded to Ms. Chawla, if she terminates employment for “good reason” or if we terminate her employment without cause during the term of her employment agreement, the restricted stock that would have vested during the three-year period following termination of her employment will vest.

Pursuant to the terms of our performance share unit award agreements, upon termination of Ms. Chawla’s employment due to a disability, she will vest in the actual number of performance share units that are earned at the end of the performance period. In addition, upon a termination of her employment by reason of retirement (which would include a voluntary termination by Ms. Chawla after October 1, 2019, but otherwise would need to be approved as a retirement by the Committee in its discretion at the time of such retirement), Ms. Chawla would vest in a prorated portion of the actual number of performance share units that are earned at the end of the performance period ~~based on~~would be payable. Here, the payout shown in the disability column reflects the number of ~~months she was employed during~~shares earned based on actual payout for the 2020 award and target and threshold performance ~~period. If her employment is terminated upon her death, such performance share units shall vest at~~for the ~~target amount. Upon her death while employed by us or her termination due to disability, all outstanding restricted stock would immediately vest.~~

~~Non-Contractual Benefit Upon Retirement~~

2021 and 2022 awards, respectively. In addition, ~~to Ms. Chawla’s contractual benefits, upon her retirement, she will be entitled to participate for her lifetime in our associate merchandise discount program, on such terms and to~~ the ~~extent the program continues to be made available to our senior executives.~~

~~Potential Benefit Summary — Ms. Chawla~~

The following table shows the potential payments to Ms. Chawla upon termination of her employment. Other parameters of the potential benefit summary are identical to those described above for Ms. Gass.

   Voluntary
Termination
by Executive⁽⁴⁾ Involuntary
Termination
by Kohl’s
With Cause Termination by
Executive for
Good Reason
or Involuntary
Termination
by Kohl’s
Without Cause
(No Change of
Control) Termination by
Executive for
Good Reason or
Involuntary
Termination
by Kohl’s
Without Cause
(Following
Change of
Control) Termination
due to
Disability Death
Severance Payment — Salary Continuation
—   —   $ 3,480,000 $ 3,480,000 $ 600,000 $ 600,000
Severance Payment — Bonus Payments
—   —   $ 129,987 $ 376,962 —   —
Pro Rated Bonus⁽¹⁾
—   —   $ 2,700,000 $ 129,987 $ 129,987 $ 129,987
Outplacement
—   —   $ 20,000 $ 20,000 —   —
Value of Accelerated Restricted Stock⁽²⁾
—   —   $ 11,916,450 $ 12,223,564 $ 12,223,564 $ 12,223,564
Value of Accelerated Performance Share Units⁽³⁾
—   —   —   $ 4,737,759 $ 6,233,000 $ 4,737,759
TOTAL
—   —   $ 18,246,437 $ 20,968,272 $ 19,186,550 $ 17,691,310

⁽¹⁾

⁽²⁾	~~The~~ value of accelerated restricted stock includes dividend equivalents on the applicable award that were credited as additional shares subject to the same vesting restrictions as the original award of restricted stock.

⁽³⁾

The value of accelerated performance share units are illustrated at target for (i) death or (ii) termination by executive for good reason or involuntary termination by Kohl’s without cause (following a change of control). In the case of termination due to disability, the actual award earned at the end of the performance period would be payable. Here, the payout shown in the disability column is based on the number of shares earned based on actual performance for the 2015 award, target performance for the 2016 award, and maximum performance for the 2017 award. The value of performance share units that would be earned includes dividend equivalents that would have been earned on the underlying grant.

⁽⁴⁾	As described above, there are certain benefits payable to Ms. Chawla upon a voluntary termination of her employment on or after October 1, 2019. As this table assumes a termination date of February 3, 2018, no benefits have been quantified here.

~~Mr. Schepp~~

~~Employment Agreement~~

Mr. Schepp is party to an amended and restated employment agreement which provides the following payments and other benefits upon his termination of employment or upon a change of control of Kohl’s:

~~If his employment is terminated by us for cause, due to our non-renewal of an employment agreement, or if he voluntarily resigns prior to October 1, 2018, he will not receive any severance payments;~~

~~If his employment is terminated either upon death or disability:~~

~~he or his estate is entitled to receive a pro rata bonus for the current fiscal year;~~

he or his estate is entitled to receive severance in the amount of one half of his then annual base salary, payable over one year in the event of his death, and over six months in the event of his disability;

he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits; and

~~all of his unvested stock options shall immediately vest if the termination is a result of his death.~~

If he terminates employment as a result of a material reduction in his job status or scope of responsibilities (i.e., for “good reason”), or if we terminate his employment involuntarily without cause during the term of the employment agreement (generally, three years) and the termination is not in connection with a “change of control” (as defined in the agreement), he will be entitled to:

~~a severance payment equal to the sum of:~~

~~an amount equal to his aggregate base salary for the remaining term of his agreement, but not more than 2.9 years; plus~~

~~an amount equal to the average of the bonus awards made to him under our annual incentive compensation plan over the prior three fiscal years;~~

he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits;

~~outplacement services of up to $20,000; and~~

~~to the extent unvested, continued vesting of his stock options throughout the remainder of the term of his employment agreement.~~

If, within the three months preceding or one year following a “change of control” of Kohl’s (as defined in the agreement) Mr. Schepp’s employment is terminated by us without cause during the term of the agreement or by him for “good reason,” he will be entitled to the following severance benefits:

a pro rata bonus for the current fiscal year, determined on the basis of the average award made to him over the prior three fiscal years and paid at the same time as other executives receive their bonus for that year;

~~a severance payment equal to the sum of:~~

~~an amount equal to his aggregate base salary for the remaining term of his agreement, but not more than 2.9 years; plus~~

an amount equal to the average of the bonus awards made to him under our annual incentive compensation plan over the prior three fiscal years, multiplied by the number of years remaining in the term of his agreement, but not more than 2.9 years;

he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits;

~~outplacement services of up to $20,000; and~~

~~to the extent unvested, accelerated vesting of any outstanding stock options for the remaining term of his agreement.~~

~~If Mr. Schepp voluntarily resigns after October 1, 2018, he will be entitled to the following severance benefits:~~

~~a payment equal to the amount of his base salary for one year;~~

if his termination is effective in the third or fourth quarter, a full bonus for the fiscal year of termination, determined on the basis of the actual performance of Kohl’s at the end of that fiscal year, payable at the same time as other executives receive their bonus for that fiscal year;

he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits;

~~accelerated vesting of all of his unvested restricted shares;~~

~~continued vesting of all of his outstanding performance share units; and~~

~~his termination would be treated as an “approved early retirement” for purposes of any outstanding stock options he holds at the time of his termination.~~

~~Mr. Schepp’s employment agreement does not provide a tax gross up.~~

~~Following his termination, he will be prohibited from competing with us for a period of one year.~~

~~In all cases, our obligation to pay severance is contingent upon his execution of a general release of claims against us.~~

~~Accelerated Vesting of Equity Awards~~

For stock options and time-vested restricted stock awarded to Mr. Schepp, under the terms of our 2010 Long-Term Compensation Plan and 2017 Long-Term Compensation Plan, upon a “change of control,” the vesting of such awards is accelerated only if he terminates employment, within six months prior to or twelve months following a “change of control,” as a result of the his termination for “good reason” or if his employment is terminated without cause. This is true if the awards are assumed by the acquiring or surviving company at the time of the “change of control.” If the awards are not assumed by the acquiring or surviving company upon a “change of control,” then the awards accelerate vesting at the time of the “change of control.” Under the same Plan, upon a “change of control,” all performance share unit awards shall continue to be subject to any time-based vesting schedule, but any related performance vesting criteria will be deemed to have been satisfied at the target level. Again, this is true if the performance share unit awards are assumed by the acquiring or surviving company. If he terminates employment as described above within six months prior to or twelve months following a “change of control” or if the performance share unit awards are not assumed by the acquiring or surviving company at the time of the “change of control,” then all such outstanding awards shall immediately vest.

In addition, for any restricted stock awarded to Mr. Schepp, if he terminates employment for “good reason” or if we terminate his employment without cause during the term of his employment agreement, the restricted stock that would have vested during the three-year period following termination of his employment will vest.

~~Pursuant to the terms of our performance share unit award agreements, upon termination of Mr. Schepp’s employment due to a disability, he will vest in the actual number~~ of performance share units that ~~are~~would be earned atincludes dividend equivalents equal to what would have been earned on the

end of the performance period. In addition, upon a termination of his employment by reason of retirement (which retirement would need to be approved as a retirement by the Committee in its discretion at the time of such retirement) prior to October 1, 2018, Mr. Schepp would vest in a prorated portion of the actual number of performance share units that are earned at the end of the performance period underlying grant based on dividend activity between the ~~number~~date of months he was employed during the performance period. If his employment is terminated upon his death, such performance share units shall vest at the target amount. Upon his death while employed by us, all outstanding stock optionsgrant and restricted stock would immediately vest and, for restricted stock awards granted to Mr. Schepp after 2013, he would become fully vested upon his termination due to disability. As described above, there are also provisions in Mr. Schepp’s employment agreement that allows for acceleration or continued vesting of stock options upon certain terminations of employment.

~~Non-Contractual Benefit Upon Retirement~~

In addition to Mr. Schepp’s contractual benefits, upon his retirement, he will be entitled to participate for his lifetime in our associate merchandise discount program, on such terms and to the extent the program continues to be made available to our senior executives.

January 28, 2023.

Potential Benefit ~~Summary —~~ Summary—Mr. ~~Schepp~~

Chini

The following table shows the potential payments to Mr. Schepp upon termination of his employment. For the value of Mr. Schepp’s options, we assumed a $63.47 price of our common stock, which was the February 2, 2018 closing price of our common stock on the New York Stock Exchange. Other parameters of the potential benefit summary are identical to those described above for Ms. Gass.

   Voluntary
Termination
by Executive⁽⁴⁾ Involuntary
Termination
by Kohl’s
With Cause Termination by
Executive for
Good Reason or
Involuntary
Termination
by Kohl’s
Without Cause
(No Change of
Control) Termination by
Executive for
Good Reason or
Involuntary
Termination
by Kohl’s
Without Cause
(Following
Change of
Control) Termination
due to
Disability Death
Severance Payment — Salary Continuation
—   —   $ 2,688,880 $ 2,688,880 $ 463,600 $ 463,600
Severance Payment — Bonus Payments
—   —   $ 237,003 $ 687,310 —   —
Pro Rated Bonus⁽¹⁾
—   —   $ 1,854,400 $ 237,003 $ 237,003 $ 237,003
Outplacement
—   —   $ 20,000 $ 20,000 —   —
Value of Accelerated Restricted Stock⁽²⁾
—   —   $ 5,312,138 $ 6,660,050 $ 6,355,454 $ 6,660,050
Value of Accelerated Stock Options
—   —   —   $ 91,820 —   $ 91,820
Value of Accelerated Performance Share Units⁽³⁾
—   —   —   $ 3,771,423 $ 5,990,481 $ 3,771,423
TOTAL
—   —   $ 10,204,241 $ 14,156,486 $ 13,046,538 $ 11,223,896

⁽¹⁾

⁽²⁾	The value of accelerated restricted stock includes dividend equivalents on the applicable award that were credited as additional shares subject to the same vesting restrictions as the original award of restricted stock.

⁽³⁾

The value of accelerated performance share units are illustrated at target for (i) death or (ii) termination by executive for good reason or involuntary termination by Kohl’s without cause (following a change of control). In the case of termination due to disability, the actual award earned at the end of the performance period would be payable. Here, the payout shown in the disability column is based on the number of shares earned based on actual performance for the 2015 award target performance for the 2016 award, and maximum performance for the 2017 award. The value of performance share units that would be earned includes dividend equivalents that would have been earned on the underlying grant.

⁽⁴⁾	As described above, there are certain benefits payable to Mr. Schepp upon a voluntary termination of his employment on or after October 1, 2018. As this table assumes a termination date of February 3, 2018, no benefits have been quantified here.

~~Mr. Besanko~~

~~Employment Agreement~~

~~Mr. Besanko, is party to an employment agreement which provides the following payments and other benefits upon his termination of employment or upon a change of control of Kohl’s:~~

~~If his employment is terminated by us for cause, due to our non-renewal of an employment agreement, or if he voluntarily resigns, he will not receive any severance payments;~~

~~If his employment is terminated either upon death or disability:~~

~~he or his estate is entitled to receive a pro rata bonus for the current fiscal year;~~

he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits.

~~a severance payment equal to the sum of:~~

~~an amount equal to his aggregate base salary for the remaining term of his agreement, but not more than 2.9 years; plus~~

~~an amount equal to the average of the bonus awards made to him under our annual incentive compensation plan over the prior three fiscal years;~~

he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits; and

~~outplacement services of up to $20,000.~~

If, within the three months preceding or one year following a “change of control” of Kohl’s (as defined in the agreement) Mr. Besanko’s employment is terminated by us without cause during the term of the

~~agreement or by the executive for “good reason”, the executive will be entitled to the following severance benefits:~~

~~a severance payment equal to the sum of:~~

~~an amount equal to his aggregate base salary for the remaining term of his agreement, but not more than 2.9 years; plus~~

he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits; and

~~outplacement services of up to $20,000.~~

~~His employment agreement does not provide a tax gross up.~~

~~Following his termination, he will be prohibited from competing with us for a period of one year.~~

~~In all cases, our obligation to pay severance is contingent upon his execution of a general release of claims against us.~~

~~Accelerated Vesting of Equity Awards~~

For restricted stock awarded to Mr. Besanko under the terms of our 2017 Long-Term Compensation Plan, upon a “change of control,” the vesting of such awards is accelerated only if he terminates employment within six months prior to or twelve months following a “change of control” as a result of his termination for “good reason” or if his employment is terminated without cause. This is true if the awards are assumed by the acquiring or surviving company at the time of the “change of control.” If the awards are not assumed by the acquiring or surviving company upon a “change of control,” then the awards accelerate vesting at the time of the “change of control.” Under the same Plan, upon a “change of control,” all performance share unit awards shall continue to be subject to any time-based vesting schedule, but any related performance vesting criteria will be deemed to have been satisfied at the target level. Again, this is true if the performance share unit awards are assumed by the acquiring or surviving company. If Mr. Besanko terminates employment as described above within six months prior to or twelve months following a “change of control” or if the performance share unit awards are not assumed by the acquiring or surviving company at the time of the “change of control,” then all such outstanding awards shall immediately vest.

In addition, for any restricted stock awarded to Mr. Besanko, if he terminates employment for “good reason” or if we terminate his employment without cause during the term of his employment agreement, the restricted stock that would have vested during the three-year period following termination of his employment will vest.

Pursuant to the terms of our performance share unit award agreements, upon termination of his employment due to a disability, Mr. Besanko will vest in the actual number of performance share units that are earned at the end of the performance period. In addition, upon a termination of his employment by reason of retirement (which

retirement would need to be approved as a retirement by the Committee in its discretion at the time of such retirement), he would vest in a prorated portion of the actual number of performance share units that are earned at the end of the performance period based on the number of months he was employed during the performance period. If his employment is terminated upon his death, such performance share units shall vest at the target amount. Upon his death while employed by us or his termination due to disability, all outstanding restricted stock would immediately vest.

~~Non-Contractual Benefit Upon Retirement~~

In addition to Mr. Besanko’s contractual benefits, upon his retirement, he will be entitled to participate for his lifetime in our associate merchandise discount program, on such terms and to the extent the program continues to be made available to our senior executives.

~~Potential Benefit Summary — Mr. Besanko~~

~~The following table shows the potential payments to Mr. Besanko~~Chini upon termination of his employment. Other parameters of the potential benefit summary are identical to those described above for Ms. ~~Gass.~~

   Voluntary
Termination
by Executive Involuntary
Termination
by Kohl’s
With Cause
Termination by
Executive for
Good Reason
or Involuntary
Termination
by Kohl’s
Without Cause
(No Change of
Control)
Termination by
Executive for
Good Reason or
Involuntary
Termination
by Kohl’s
Without Cause
(Following
Change of
Control) Termination
due to
Disability Death
Severance Payment — Salary Continuation
—   —   $ 2,610,000 $ 2,610,000 $ 450,000 $ 450,000
Severance Payment — Bonus Payments
—   —   —   —   —   —
Pro Rated Bonus⁽¹⁾
—   —   $ 1,800,000 —   —   —
Outplacement
—   —   $ 20,000 $ 20,000 —   —
Value of Accelerated Restricted Stock⁽²⁾
—   —   $ 7,703,129 $ 8,001,037 $ 8,001,037 $ 8,001,037
Value of Accelerated Performance Share Units⁽³⁾
—   —   —   $ 1,537,478 $ 3,843,694 $ 1,537,478
TOTAL
—   —   $ 12,133,129 $ 12,168,515 $ 12,294,731 $ 9,988,515
Timm.

Mr. Chini’s current executive compensation agreement was entered into effective as of August 30, 2019. For the benefits Mr. Chini may become entitled to with respect to his transition, see the section below captioned “Mr. Chini’s Transition and Retirement.”

Potential Payments to Mr. Chini	Voluntary Termination by Executive ($)		Involuntary Termination by Kohl’s With Cause ($)		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($)		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($)			Termination Due to Disability ($)		Death ($)
Severance Payment		—		—		1,545,000			2,944,750		386,250		386,250
Pro Rated Bonus(1)		—		—		0			—		0		0
Health Care Continuation		—		—		25,848		$	25,848		—		—
Outplacement		—		—		20,000		$	20,000		—		—
Value of Accelerated Restricted Stock and Restricted Stock Units(2)		—		—		845,538			1,065,401		1,065,401		1,065,401
Value of Accelerated Performance Share Units(3)		—		—		—			2,109,169		3,219,833		2,109,169
Total		—		—		2,436,386			6,165,168		4,671,484		3,560,820

(1)

The entire bonus that would be payable upon a termination of employment for Fiscal 2022 is shown here as this table illustrates the effect of a termination at the end of the fiscal year (thus, a full pro-ration applies). In the case of an involuntary or good reason termination without a change of control, the pro rata bonus is based on actual performance at the end of the year. As described above, Mr. Chini did not earn a bonus for Fiscal 2022 based on company performance.

(2)

The value of accelerated restricted stock includes dividends on the applicable award that were credited as additional shares subject to the same vesting restrictions as the original award. Here, the value of restricted stock units that would accelerate includes dividend equivalents payable in additional shares that would be earned upon settlement of the grant based on dividend activity between the date of grant and January 28, 2023.

(3)

The value of performance share units that would accelerate is illustrated at target for (i) death or (ii) following a change of control, termination by the executive for good reason or involuntary termination by Kohl’s without cause. In the case of termination due to disability, the actual award earned at the end of the performance period would be payable. Here, the payout shown in the disability column reflects the number of shares earned based on actual payout for the 2020 award and target and threshold performance for the 2021 and 2022 awards, respectively. In addition, the value of performance share units that would be earned includes dividend equivalents equal to what would have been earned on the underlying grant based on dividend activity between the date of grant and January 28, 2023.

⁽¹⁾

⁽²⁾

Kohl’s Corporation| 2023 Proxy Statement

⁽³⁾

The value of accelerated performance share units are illustrated at target for (i) death or (ii) termination by executive for good reason or involuntary termination by Kohl’s without cause (following a change of control). In the case of termination due to disability, the actual award earned at the end of the performance period would be payable. Here, the payout shown in the disability column is based on the number of shares earned based on maximum performance for the 2017 award. The value of performance share units that would be earned includes dividend equivalents that would have been earned on the underlying grant.

TABLE OF CONTENTS

Executive Compensation

Mr. ~~McDonald~~

~~Letter agreement~~

~~As previously~~Chini’s Transition and Retirement

SENIOR ADVISOR ARRANGEMENT

In March 2023, Mr. Chini announced that he would retire. Mr. ~~McDonald’s last day~~Chini and Kohl’s agreed that he would transition out of ~~service~~his role as ~~CFO was April 28, 2017. As described in further detail below, Mr. McDonald agreed to~~Chief People Officer and serve as a non-executive Senior Advisor ~~through July 1, 2018~~from April 3, 2023 to assist with an orderly transition and with special projects. In connection with his retirement from his CFO role, Kohl’s and Mr. McDonald entered into a letter agreement pursuant to which Mr. McDonald was entitled to certain payments and other benefits in connection with his retirement.

~~Mr. McDonald retired from his role as CFO on April 28, 2017 (the “McDonald Transition Date”);~~

~~For the period beginning with the McDonald Transition Date and ending July 1, 2018~~November 15, 2023 (the “Transition Period”), to ensure a smooth transition for the new Chief People Officer of Kohl’s. It is planned that Mr. ~~McDonald continues~~Chini will retire from Kohl’s on November 15, 2023. For the Transition Period, the terms of Mr. Chini’s outstanding equity awards will continue to ~~be a Kohl’s employee as a Senior Advisor. During this~~apply. In addition, if Mr. Chini serves for the entire Transition Period, he ~~continues to earn~~will be eligible for the retirement treatment of his ~~former level of salary~~outstanding restricted stock units and ~~benefits. Mr. McDonald remains eligible to participate~~performance share units as described above in the section captioned “Accelerated Vesting of Equity Awards” at the end of such Transition Period because he will have met the conditions for retirement treatment with respect to such awards. Although Mr. Chini will not be retirement-eligible for a pro rata bonus as of the end of the transition Period, he will receive a pro rata bonus with respect to the time he will serve in the role of Chief People Officer for Fiscal ~~2017 Annual Incentive Plan. At~~2023 (determined based on Kohl’s actual performance at the end of Fiscal 2023 and payable at the same time as other executives receive

their bonus for Fiscal 2023) if Mr. Chini provides services for the entire Transition Period. Mr. Chini will forfeit any unvested restricted stock awards as of the end of the Transition Period ~~Mr. McDonald’s employment with Kohl’s will end. He will~~as such awards do not ~~be eligible~~vest upon a termination due to ~~participate in the Annual Incentive Plan for Fiscal 2018 or for any year thereafter.~~

retirement.

~~All of his restricted shares that were scheduled to vest during the Transition Period vested in connection with his retirement from his CFO role.~~

If Mr. ~~McDonald continues to be~~Chini remains employed ~~as a Senior Advisor during~~through the ~~Transition Period, then~~

~~he shall receive his current level of salary and benefits during the Transition Period;~~

~~his termination at the end of the Transition Period shall be an “approved early retirement” for purposes of his other equity awards; and~~

Mr. McDonald, his spouse, and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided that he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits.

~~If Mr. McDonald voluntarily terminates employment and ends his service as Senior Advisor before the end~~duration of the Transition Period, he will ~~cease~~be entitled to ~~receive salary and benefits upon~~ the ~~date of his termination. At such termination, he would forfeit all rights~~following benefits:

■

a pro rata bonus equal to ~~all unvested stock options and~~$148,997 (assuming target performance ~~share units.~~

~~For the one year period following the end of the Transition Period he~~ is ~~prohibited from competing with us.~~

~~Accelerated Vesting of Equity Awards~~

~~Various provisions in Mr. McDonald’s equity award agreements provided~~achieved for Fiscal 2023);

■

continued vesting of certain equity awards upon an approved early retirement. Generally, the provisions in such agreements and in our 2010 Long-Term Compensation Plan regarding accelerated vesting of equity awards upon certain other terminations of employment are no longer controlling and the terms of Mr. McDonald’s letter agreement control in such cases. With respect to Mr. McDonald’sapproximately 11,638 unvested restricted stock all of his shares that were scheduled to vest during the Transition Period vested in connection with his retirement from his CFO role. Mr. McDonald’s outstanding stock options shall continue to vest on their preexisting schedule throughout the Transition Period. Finally, as a result of his termination at the end of the Transition Period qualifying as an “approved early retirement”:

~~He shall have until the earlier of: (i) the option expiration date or (ii) one year from the end of the Transition Period to exercise his outstanding stock options.~~

~~He shall receive his performance share~~ units on the same date such units are payable to other executives, but the amount of his award of performance units shall be prorated based on the number of full months that he was employed between the start of the performance period and the end of the Transition Period.

~~Non-Contractual Benefit Upon Retirement~~

In addition to his contractual benefits, upon his retirement, Mr. McDonald will be entitled to participate for his lifetime in our associate merchandise discount program, on such terms and to the extent the program continues to be made available to our senior executives.

~~Potential Benefit Summary — Mr. McDonald~~

The following table shows the potential payments to Mr. McDonald in connection with his retirement from CFO on April 28, 2017. The benefits shown below include all benefits paid and payable during the Transition Period. In connection with his retirement from CFO, Mr. McDonald’s restricted stock vested on July 1, 2017. Therefore, we used a $38.67 price to calculate the(estimated value of ~~Mr. McDonald’s restricted~~$366,482 assuming a stock price equal to $31.49, which was the ~~July 1, 2017~~January 27, 2023 closing price of our common stock on the New York Stock ~~Exchange. For~~Exchange), increased for any dividend equivalents credited during the Transition Period; and

■

continued vesting of Mr. Chini’s 2021 and 2022 performance share unit awards (estimated value of ~~Mr. McDonald’s options~~$525,505, assuming target and threshold performance ~~share units, we assumed~~for the 2021 and 2022 awards, respectively, and a ~~$63.47~~stock price ~~of our common stock,~~equal to $31.49, which was the ~~February 2, 2018~~January 27, 2023 closing price of our common stock on the New York Stock ~~Exchange.~~

      Retirement
Transition Period Salary
   $ 1,071,173
Transition Period Bonus⁽¹⁾
   $ 1,827,000
Value of Accelerated Restricted Stock⁽²⁾
   $ 284,054
Value of Stock Options
   $ 91,280
Value of Performance Share Units⁽³⁾
   $ 1,372,212
TOTAL
   $ 4,646,259
Exchange).

⁽¹⁾

~~The Fiscal 2017 bonus is based on actual performance at the end of the fiscal year.~~

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⁽²⁾

The value of accelerated restricted stock includes dividend equivalents on the applicable award which were credited as additional shares subject to the same vesting restrictions as the original award of restricted stock.

Executive Compensation

Potential Benefit Summary—Ms. Raymond

The following table shows the potential payments to Ms. Raymond upon termination of her

employment. Other parameters of the potential benefit summary are identical to those described above for Ms. Timm. Ms. Raymond’s current executive compensation agreement was entered into effective as of August 16, 2022.

Potential Payments to Ms. Raymond	Voluntary Termination by Executive ($)		Involuntary Termination by Kohl’s With Cause ($)		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($)		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($)		Termination Due to Disability ($)		Death ($)
Severance Payment		—		—		1,340,000		1,945,596		335,000		335,000
Pro Rated Bonus(1)		—		—		0		—		0		0
Health Care Continuation		—		—		25,848		25,848		—		—
Outplacement		—		—		20,000		20,000		—		—
Value of Accelerated Restricted Stock and Restricted Stock Units(2)		—		—		1,507,930		3,943,682		3,943,682		3,943,682
Value of Accelerated Performance Share Units(3)		—		—		—		767,065		1,045,657		767,065
Total		—		—		2,893,778		6,702,190		5,324,339		5,045,747

(1)

The entire bonus that would be payable upon a termination of employment for Fiscal 2022 is shown here as this table illustrates the effect of a termination at the end of the fiscal year (thus, a full pro-ration applies). In the case of an involuntary or good reason termination without a change of control, the pro rata bonus is based on actual performance at the end of the year. As described above, Ms. Raymond did not earn a bonus for Fiscal 2022 based on company performance.

(2)

(3)

The value of performance share units that would accelerate is illustrated at target for (i) death or (ii) following a change of control, termination by the executive for good reason or involuntary termination by Kohl’s without cause. In the case of termination due to disability, the actual award earned at the end of the performance period would be payable. Here, the payout shown in the disability column reflects the number of shares earned based on actual payout for the 2020 award and target and threshold performance for the 2021 and 2022 awards, respectively. In addition, the value of performance share units that would be earned includes dividend equivalents equal to what would have been earned on the underlying grant based on dividend activity between the date of grant and January 28, 2023.

⁽³⁾

Due to Mr. McDonald’s retirement, he is entitled to receive a prorated portion of the actual award earned at the end of each performance period. The 2016 award has been prorated based on the end of the Transition Period that expires June 30, 2018. No proration applies to the 2015 award as the Transition Period had not ended as of the end of Fiscal 2017. The payout shown is based on the number of shares earned based on actual performance for the 2015 award, and target performance for the 2016 award. The value of performance share units that would be earned includes dividend equivalents that would have been earned on the underlying grant.

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Executive Compensation

Potential Benefit Summary—
Ms. Mc Feeney

The following table shows the potential payments to Ms. Mc Feeney upon termination of her

employment. Other parameters of the potential benefit summary are identical to those described above for Ms. Timm. Ms. Mc Feeney’s current executive compensation agreement was entered into effective as of July 16, 2022.

Potential Payments to Ms. Mc Feeney	Voluntary Termination by Executive ($)		Involuntary Termination by Kohl’s With Cause ($)		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($)		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($)		Termination Due to Disability ($)		Death ($)
Severance Payment		—		—		1,300,000		1,724,543		325,000		325,000
Pro Rated Bonus(1)		—		—		0		—		0		0
Health Care Continuation		—		—		42,080		42,080		—		—
Outplacement		—		—		20,000		20,000		—		—
Value of Accelerated Restricted Stock and Restricted Stock Units(2)		—		—		1,269,456		3,047,791		3,047,791		3,047,791
Value of Accelerated Performance Share Units(3)		—		—		—		248,488		143,370		248,488
Total		—		—		2,631,536		5,082,902		3,516,161		3,621,279

(1)

The entire bonus that would be payable upon a termination of employment for Fiscal 2022 is shown here as this table illustrates the effect of a termination at the end of the fiscal year (thus, a full pro-ration applies). In the case of an involuntary or good reason termination without a change of control, the pro rata bonus is based on actual performance at the end of the year. As described above, Ms. Mc Feeney did not earn a bonus for Fiscal 2022 based on company performance.

(2)

(3)

The value of performance share units that would accelerate is illustrated at target for (i) death or (ii) following a change of control, termination by the executive for good reason or involuntary termination by Kohl’s without cause. In the case of termination due to disability, the actual award earned at the end of the performance period would be payable. Here, the payout shown in the disability column reflects the number of shares earned based on target and threshold performance for the 2021 and 2022 awards, respectively. In addition, the value of performance share units that would be earned includes dividend equivalents equal to what would have been earned on the underlying grant based on dividend activity between the date of grant and January 28, 2023.

Ms. Gass

EMPLOYMENT AGREEMENT

We were party to an amended and restated employment agreement with Ms. Gass. As previously announced, Ms. Gass voluntarily terminated employment effective on December 2, 2022. Ms. Gass was not entitled to any severance or accelerated equity vesting upon her voluntary termination of employment.

Mr. Revelle

EMPLOYMENT AGREEMENT

We were party to an employment agreement with Mr. Revelle that provided for certain payments and other benefits upon his termination of employment, as previously disclosed in past proxy statements. As previously announced, Mr. Revelle departed from Kohl’s effective on June 1, 2022. The payments

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Executive Compensation

and other benefits that became payable to Mr. Revelle under his agreement upon his departure were as follows:

■

a severance payment equal to $3,425,834;

■

no pro rata bonus for Fiscal 2022 as that amount was equal to $0 based on company performance as described above;

■

accelerated vesting of all unvested restricted shares and restricted stock units that would have vested during the three-year period following Mr.Revelle’s termination, which was 41,580 shares, valued at $40.20 (the June 1, 2022 closing price of our common stock on the New York Stock Exchange) for a total value of $1,672,629; and

■

outplacement services of up to $20,000.

Under his agreement, Mr. Revelle is prohibited from competing with us for a period of one year following his departure effective as of June 1, 2022. Our obligation to pay the benefits described above was contingent upon Mr. Revelle’s execution of a general release of claims against us, which he executed.

Mr. Gaffney

EXECUTIVE COMPENSATION AGREEMENT

We were party to an executive compensation agreement with Mr. Gaffney that provided for certain

payments and other benefits upon his termination of employment, as previously disclosed in past proxy statements. As previously announced, Mr. Gaffney departed from Kohl’s effective on August 1, 2022. The payments and other benefits that became payable to Mr. Gaffney under his agreement upon his departure were as follows:

■

a severance payment equal to $1,720,000;

■

no pro rata bonus for Fiscal 2022 as that amount was equal to $0 based on company performance as described above;

■

accelerated vesting of all unvested restricted shares and restricted stock units that would have vested during the two-year period following Mr. Gaffney’s termination, which was 39,444, shares, valued at $29.49 (the August 1, 2022 closing price of our common stock on the New York Stock Exchange) for a total value of $1,163,212;

■

outplacement services of up to $20,000; and

■

a health insurance continuation benefit equal to $847.45/month for up to two years following Mr. Gaffney’s departure.

Under his agreement, Mr. Gaffney is prohibited from competing with us for a period of one year following his departure effective as of August 1, 2022. Our obligation to pay the benefits described above was contingent upon Mr. Gaffney’s execution of a general release of claims against us, which he executed.

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Executive Compensation

CEO ~~Pay Ratio~~

~~In accordance with SEC rules and including~~pay ratio

Each year, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer. As of January 28, 2023, the median Kohl’s employee was a part-time store associate. We identified our median employee by reviewing the Form W-2 wages of all full-time, part-time, seasonal, and temporary employees as of ~~February 3, 2018,~~that date. There have been no changes to the ~~median~~employee population or employee compensation arrangements since January 28, 2023, that Kohl’s ~~employee was~~believes would significantly impact the pay ratio disclosure.

During fiscal 2022, we had two CEOs. For purposes of calculating the ratio for fiscal 2022, we have calculated the compensation provided to ~~be a part-time store associate. After applying summary compensation table rules,~~each of Mr. Kingsbury and Ms. Gass during the time each served as CEO and combined those figures.

Mr. Kingsbury’s and Ms. Gass’ combined annual total compensation for ~~that median employee~~fiscal 2022 was $13,461,959, as reported in ~~2017 was $8,975.57. Kohl’s CEO~~the Summary Compensation Table of this proxy statement. The fiscal 2022 annual total compensation for ~~2017~~our median employee was ~~$11,339,206, which results in a~~$12,819, as determined under the Summary Compensation Table rules. The ratio of ~~1,264:~~our CEO and interim CEO combined annual total compensation to our median employee’s annual total compensation for fiscal 2022 is 1,050:1. This information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, Kohl’s disclosure may not be comparable to the pay ratio disclosure provided by other companies.

Pay versus performance

The following table sets forth additional compensation information of our Principal Executive Officer (PEO) and our non-PEO NEOs along with

total shareholder return, net income, and net sales performance results for our fiscal 2022, 2021, and 2020:

									Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)		Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(3) ($)		Value of Initial Fixed $100 Investment Based on:
Year(1)	Summary Compensation Table Total for First PEO ($)		Summary Compensation Table Total for Second PEO ($)		Compensation Actually Paid to First PEO(2)(3) ($)		Compensation Actually Paid to Second PEO(2)(3) ($)						Total Shareholder Return(4) ($)			Peer Group Total Shareholder Return(5) ($)		Net Income (Loss)(6) ($)		Net Sales(6)(7) ($)
2022		9,034,094		4,427,865		(57,026,989)(8)		4,710,588(8)		3,420,060		(3,655,769)(8)		82.19			123.99		(19)		17,161
2021		12,924,834		—		34,227,502(9)		—		4,016,239		8,475,219(9)		148.59			149.72		938		18,471
2020		12,855,375		—		31,770,487(10)		—		3,836,246		7,644,846(10)		106.88	��		141.39		(163)		15,031

(1)

NEOs included in the above compensation columns reflect the following:

Year	First PEO	Second PEO	Non-PEOs
2022	Ms. Gass	Mr. Kingsbury	Ms. Timm, Mr. Chini, Ms. Mc Feeney, Ms. Raymond, Mr. Gaffney, Mr. Revelle
2021	Ms. Gass	N/A	Ms. Timm, Mr. Howe, Mr. Revelle, Mr. Gaffney
2020	Ms. Gass	N/A	Ms. Timm, Mr. Howe, Mr. Revelle, Mr. Kelroy

(2)

Fair value or change in fair value, as applicable, of equity awards in the “Actually Paid” columns was determined by reference to (1) for restricted stock awards and units and restricted unit awards, closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price, (2) for performance-based restricted units the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) multiplied times the probability of achievement as of each such date.

(3)

For the portion of “Actually Paid” compensation that is based on year-end stock prices, the following prices were used: 2022: $31.49, 2021: $60.16, 2020: $44.06, 2019: $42.75.

(4)

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the applicable measurement period (assuming dividend reinvestment) and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Cumulative TSR for each fiscal year assumes an investment of $100 at the beginning of the applicable measurement period.

(5)

Peer group TSR reflects the Company’s 2022 peer group which is the S&P 500 Retailing Index as reflected in our 2022 Annual Report on Form the 10—(k) pursuant to Item 201(e) of Regulation S-K. The chart assumes an investment of $100 on February 1, 2020 and reinvestment of dividends. The calculations exclude trading commissions and taxes.

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Executive Compensation

(6)

Dollars in Millions

(7)

Net Sales is the financial measure that the Company believes to be the most important measure (that is not otherwise required to be disclosed in the table) it used in the most recent fiscal year to determine compensation.

(8)

2022 compensation “Actually Paid” to first PEO, second PEO and the average Actually Paid to non-PEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table:

Adjustments to Determine 2022 Compensation “Actually Paid”	First PEO ($)		Second PEO ($)		Average Non-PEOs ($)
Total Reported in 2022 Summary Compensation Table (SCT)		9,034,094		4,427,865		3,420,060
Less, Grant Date Fair Value of Stock Awards Reported in SCT		(7,549,993)		(3,920,000)		(1,891,344)
Plus, Year-End Fair Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding		—		4,226,216		972,774
Plus, Change in Fair Value as of the end of this year (from the Prior Year-End) of Prior Year Awards That Are Outstanding and Unvested		—		—		(2,905,529)
Plus, Fair Value as of Vesting Date of Awards Granted This Year and That Vested This Year		—		—		67,135
Plus, Change in Fair Value as of Vesting Date (from Prior Year-End) of Prior Year Awards That Vested This Year		143,079		(23,493)		(716,741)
Less, Prior Year-End Fair Value of Prior Year Awards That Failed to Vest This Year		(58,654,169)		—		(2,602,124)
Total Adjustments		(66,061,083)		282,723		(7,075,829)
Actual Compensation Actually Paid for Fiscal Year 2022		(57,026,989)		4,710,588		(3,655,769)

(9)

2021 compensation “Actually Paid” to PEO and the average Actually Paid to non-PEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table:

Adjustments to Determine 2021 Compensation “Actually Paid”	First PEO ($)		Average Non-PEOs ($)
Total Reported in 2021 Summary Compensation Table (SCT)		12,924,834		4,016,239
Less, Grant Date Fair Value of Stock Awards Reported in SCT		(7,250,011)		(1,375,046)
Plus, Year-End Fair Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding		14,444,589		2,739,579
Plus, Change in Fair Value as of the end of this year (from the Prior Year-End) of Prior Year Awards That Are Outstanding and Unvested		12,179,438		2,675,545
Plus, Fair Value as of Vesting Date of Awards Granted This Year and That Vested This Year		—		—
Plus, Change in Fair Value as of Vesting Date (from Prior Year-End) of Prior Year Awards That Vested This Year		1,928,652		418,902
Less, Prior Year-End Fair Value of Prior Year Awards That Failed to Vest This Year		—		—
Total Adjustments		21,302,668		4,458,980
Actual Compensation Actually Paid for Fiscal Year 2021		34,227,502		8,475,219

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Executive Compensation

(10)

2020 compensation “Actually Paid” to PEO and the average Actually Paid to non-PEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table:

Adjustments to Determine 2020 Compensation “Actually Paid”	First PEO ($)		Average Non-PEOs ($)
Total Reported in 2020 Summary Compensation Table (SCT)		12,855,375		3,836,246
Less, Grant Date Fair Value of Stock Awards Reported in SCT		(8,853,685)		(1,962,007)
Plus, Year-End Fair Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding		35,993,323		7,091,195
Plus, Change in Fair Value as of the end of this year (from the Prior Year-End) of Prior Year Awards That Are Outstanding and Unvested		(6,205,629)		(782,823)
Plus, Fair Value as of Vesting Date of Awards Granted This Year and That Vested This Year		—		—
Plus, Change in Fair Value as of Vesting Date (from Prior Year-End) of Prior Year Awards That Vested This Year		(2,018,897)		(537,765)
Less, Prior Year-End Fair Value of Prior Year Awards That Failed to Vest This Year		—		—
Total Adjustments		18,915,112		3,808,600
Actual Compensation Actually Paid for Fiscal Year 2020		31,770,487		7,644,846

As described in more detail in the “Compensation Discussion and Analysis” section, the Company’s executive compensation program reflects the philosophy that executive compensation should be directly linked to performance, with the ultimate objective of increasing long-term shareholder value. While the Company utilizes several performance metrics to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. The below graphical illustrations demonstrate the relationship between compensation actually paid to the NEOs over the last three fiscal years as compared to TSR, Net Income, and Net Sales over the last three fiscal years. Generally, compensation actually paid (for both the PEO(s) and NEOs) since fiscal 2020 has increased or decreased as each of TSR, Net Income, and Net Sales has increased or decreased, respectively. However, the compensation in fiscal 2022 for the PEOs does not exactly align with that trend as the first PEO’s compensation decreased significantly due to her departure and the second PEO’s compensation appears to deviate from the trend due to his Q4 2022 new hire award changing positively in value. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions (shown graphically) of the relationships between information presented in the Pay versus Performance table.

[MISSING IMAGE: lc_totalshareholder-pn.jpg]

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Executive Compensation

The following unranked performance measures reflect the Company’s most important performance measures in effect for 2022, as further described and defined in the Compensation Discussion and Analysis.

MOST IMPORTANT PERFORMANCE MEASURES FOR 2022


	■ Net Income			■ Net Sales			■ Operating Margin			■ Operating Cash Flow

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Security Ownership of Certain Beneficial Owners, Directors, and Management

[MISSING IMAGE: tm2227948d1-hdr_securitypn.jpg]

The following table presents information concerning the beneficial ownership of the shares of our common stock as of March 2, 2023, (unless otherwise noted) by:

■

each of our Directors and nominees;

■

each of our named executive officers;

■

all of our executive officers, Directors, and nominees as a group; and

■

each person who is known by us to beneficially own more than 5% of our common stock.

Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power. Indicated restricted stock units vest within sixty days of March 2, 2023.

Name of Beneficial Owner

Amount Beneficially Owned
(#)

Percent of Class

Directors and Executive Officers

Michael J. Bender

16,748(1)

Peter Boneparth

70,985(2)

Yael Cosset

18,555(3)

Christine Day

5,552(4)

H. Charles Floyd

19,684(5)

Margaret L. Jenkins

5,552(6)

Robbin Mitchell

7,573(7)

Jonas Prising

60,788(8)

John E. Schlifske

47,070(9)

Adrianne Shapira

23,039(10)

Stephanie A. Streeter

42,603(11)

Thomas A. Kingsbury

136,492(12)

Jill Timm

169,900(13)

Marc Chini

121,669(14)

Siobhán Mc Feeney

94,718(15)

Christie Raymond

141,436(16)

Michelle Gass

368,455

Paul Gaffney

Greg Revelle

All current Directors and executive officers as a group
(17 persons)

982,364(17)

5% Owners

The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355

11,675,039(18)

10.57%

BlackRock, Inc.
55 East 52nd Street
New York, NY 10055

10,653,128(19)

9.60%

T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202

9,013,096(20)

8.20%

Less than 1%.

2023 Proxy Statement |Kohl’s Corporation

TABLE OF CONTENTS

Security Ownership of Certain Beneficial Owners, Directors, and Management

(1)

Includes 3,719 unvested restricted stock awards.

(2)

Includes 7,776 unvested restricted stock awards.

(3)

Includes 3,268 unvested restricted stock awards.

(4)

Includes 3,268 unvested restricted stock awards.

(5)

Includes 3,268 unvested restricted stock awards.

(6)

Includes 3,268 unvested restricted stock awards.

(7)

Includes 3,268 unvested restricted stock awards.

(8)

Includes 3,832 unvested restricted stock awards.

(9)

Includes 3,607 unvested restricted stock awards.

(10)

Includes 3,268 unvested restricted stock awards.

(11)

Includes 3,944 unvested restricted stock awards.

(12)

Includes 3,268 unvested restricted stock awards and 130,940 unvested restricted stock units.

(13)

Includes 49,303 unvested restricted stock awards and 16,659 unvested restricted stock units.

(14)

Includes 17,538 unvested restricted stock awards and 15,347 unvested restricted stock units.

(15)

Includes 8,859 unvested restricted stock awards and 74,453 unvested restricted stock units.

(16)

Includes 46,124 unvested restricted stock awards and 77,258 unvested restricted stock units.

(17)

Includes 167,578 unvested restricted stock awards and 314,657 unvested restricted stock units.

(18)

According to the amended Schedule 13G filed February 9, 2023 by The Vanguard Group (“Vanguard”), Vanguard and certain affiliated entities were the beneficial owner of 11,675,039 shares of Kohl’s common stock as of December 30, 2022. The filing indicates that Vanguard and certain affiliated entities have sole dispositive power with respect to 11,506,485 shares, shared voting power with respect to 46,341 shares and shared dispositive power with respect to 168,554 shares.

(19)

According to the Schedule 13G filed January 24, 2023 by Blackrock, Inc. (“Blackrock”), Blackrock and certain affiliated entities were the beneficial owner of 10,653,128 shares of Kohl’s common stock as of December 31, 2022. The filing indicates that Blackrock and certain affiliated entities have sole voting power with respect to 10,254,039 shares and sole dispositive power with respect to 10,653,128 shares.

(20)

According to the Schedule 13G filed February 14, 2023 by T. Rowe Price Associates, Inc. (“T. Rowe Price”), T. Rowe Price and certain affiliated entities were the beneficial owner of 9,013,096 shares of Kohl’s common stock as of December 31, 2022. The filing indicates that T. Rowe Price and certain affiliated entities have sole voting power with respect to 4,797,209 shares and sole dispositive power with respect to 9,013,096 shares.

Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~

Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our Directors and executive officers to file reports with the Commission disclosing their ownership, and changes in their ownership, of our stock. Copies of these reports must also be furnished to us. Based solely upon our review of these copies, we believe that during fiscal ~~2017,~~2022, all of such reports were filed on a timely basis by reporting ~~persons.~~

persons, with the following exception: Marc A. Chini, Paul J. Gaffney, Michelle Gass, Douglas M. Howe,

Jason J. Kelroy, Greg Revelle, and Jill Timm each filed a late Form 4 on June 24, 2022 to report (i) the issuance of additional shares representing the dividend equivalent amount on vested restricted stock units and (ii) the corresponding shares used to satisfy the tax withholding obligations of such executive officers, all of which occurred on March 31, 2022. These late filings were due to administrative delay.

Kohl’s Corporation| 2023 Proxy Statement

~~REPORT~~TABLE OF ~~THE AUDIT COMMITTEE~~

CONTENTS

Audit Matters

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PROPOSAL 4

RATIFICATION OF
THE APPOINTMENT
OF OUR INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM

The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of Ernst & Young as our independent registered public accounting firm.

The Audit Committee has selected Ernst & Young as our and our subsidiaries’ independent registered public accounting firm for fiscal 2023. Ernst & Young and its predecessors have been Kohl’s independent accountants since prior to the company’s initial offering of securities to the public in 1992. Our selection of Ernst & Young as our independent registered public accounting firm for fiscal 2023 is being presented to you for your ratification. Proxies solicited by the Board of Directors will, unless otherwise directed, be voted to ratify the appointment by the Board of Directors of Ernst & Young as our and our subsidiaries’ independent registered public accounting firm for fiscal 2023. We have been advised by Ernst & Young that they are independent certified public accountants with

respect to us within the meaning of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated under such act.

A representative from Ernst & Young is expected to be present at the Annual Meeting of Shareholders, and will be available to make a statement or answer any appropriate questions during the meeting.

The Board of Directors unanimously recommends a vote “FOR” approval of the ratification of the appointment of Ernst & Young as our independent registered public accounting firm.

2023 Proxy Statement |Kohl’s Corporation

TABLE OF CONTENTS

Audit Matters

Report of the Audit Committee

The Audit Committee, management, and ~~our~~the independent registered public accounting firm each have different roles and responsibilities with respect to ~~our~~Kohl’s financial statements and internal control over financial reporting.

The Audit Committee oversees ~~our~~Kohl’s financial reporting process on behalf of the Board of Directors and is directly responsible for the compensation, appointment, retention, and oversight of ~~our~~the independent registered public accounting firm. As part of this process, the Audit Committee is directly involved in ~~the selection of~~selecting the independent registered public accounting firm’s lead engagement partner, and periodically considers whether a rotation of the independent registered public accounting firm is ~~recommended. The~~advisable. At this time, the Audit Committee has determined that a policy requiring periodic rotation of ~~our~~the independent registered public accounting firm would not be in shareholders’ best ~~interests~~interests. Pursuant to its charter, the Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, has direct access to the independent registered public accounting firm and any Kohl’s employees, and has the ability to retain, at ~~this time.~~ company expense, special legal, accounting, or other consultants or experts as it deems necessary in the performance of its duties.

Management is responsible for the preparation, presentation, and integrity of ~~our~~Kohl’s financial statements and for the appropriateness of the accounting principles and reporting policies that are used. Management is also responsible for objectively reviewing, evaluating, and testing ~~our~~Kohl’s system of internal controls, and ~~reports~~for reporting to the Audit Committee on any deficiencies found. ~~Our~~

The independent registered public accounting firm, Ernst & Young LLP (“Ernst & Young”), is responsible for performing an independent audit of ~~our~~ Kohl’s

financial statements and for expressing an opinion, based on the results of their audit, whether the consolidated financial statements are fairly presented in all material respects and in conformity with accounting principles generally accepted in the United States. In addition, Ernst & Young is responsible for expressing an opinion on the effectiveness of ~~our~~Kohl’s internal control over financial reporting. Under its written charter, the Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, has direct access to our independent registered public accounting firm as well as any of our employees, and has the ability to retain, at our expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

The Audit Committee reviewed and discussed ~~our~~Kohl’s audited financial statements with management and Ernst & Young. The Audit Committee ~~has~~ also discussed and reviewed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight ~~Board’s~~Board (“~~PCAOB’s”~~PCAOB”) ~~AS 1301: Communications with Audit Committees.~~and the SEC. This review included a discussion of the quality of Kohl’s accounting principles, the selection of and modification to significant accounting policies, the reasonableness of estimates, and the disclosures in Kohl’s financial statements and the notes thereto. In addition, the Audit Committee obtained from Ernst & Young the written disclosures and the letter required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence). The Audit Committee discussed with Ernst & Young any relationships that may ~~impact their~~affect that firm’s objectivity and independence, and ~~also~~ considered whether the provision of non-audit services by Ernst & Young is compatible with maintaining their independence, and ~~has~~is satisfied ~~itself~~ with respect to Ernst & Young’s independence.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board ~~has~~ approved, that the audited financial statements be included in the Annual Report on Form 10-K for the year ended ~~February 3, 2018~~January 28, 2023, for filing with the Commission.

AUDIT COMMITTEE

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[MISSING IMAGE: ph_michaelbendersm-4c.jpg]

[MISSING IMAGE: ph_christinedaysm-4c.jpg]

[MISSING IMAGE: ph_margaretjenkinssm-4c.jpg]

[MISSING IMAGE: ph_robbinmitchellsm-4c.jpg]

~~Audit Committee:~~

Stephanie A.
Streeter, Chair

Michael J.
Bender

Yael
Cosset

Christine
Day

Margaret L.
Jenkins

Robbin
Mitchell

Kohl’s Corporation| 2023 Proxy Statement

TABLE OF CONTENTS

Audit Matters

~~John Schlifske~~

~~Adrianne Shapira~~

~~Nina G. Vaca~~

~~Stephen E. Watson~~

~~ITEM TWO~~

~~RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

The Audit Committee has selected Ernst & Young as our and our subsidiaries’ independent registered public accounting firm for fiscal 2018. Ernst & Young and its predecessors have been Kohl’s independent accountants since prior to the company’s initial offering of securities to the public in 1992. Our selection of Ernst & Young as our independent registered public accounting firm for fiscal 2018 is being presented to you for your ratification. Proxies solicited by the Board of Directors will, unless otherwise directed, be voted to ratify the appointment by the Board of Directors of Ernst & Young as our and our subsidiaries’ independent registered public accounting firm for fiscal 2018. We have been advised by Ernst & Young that they are independent certified public accountants with respect to us within the meaning of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated under such act.

~~A representative from Ernst & Young is expected to be present at the Annual Meeting of Shareholders, and will be available to make a statement or answer any appropriate questions during the meeting.~~

Fees Paid to Ernst & Young

We paid the following fees to Ernst & Young for fiscal ~~2017~~2022 and fiscal ~~2016:~~

   Fiscal 2017 Fiscal 2016
  Audit Fees
$ 1,442,300 $ 1,332,000
  Audit-Related Fees
—   —
  Tax Fees
657,632 861,626
  All Other Fees
—   —
  Total
$ 2,099,932 $ 2,193,626

~~Audit Fees~~. 2021:

	Fiscal Year
Ernst & Young Fees	2022 ($)		2021 ($)
Audit fees(1)		1,678,800		1,685,290
Audit-related fees(2)		60,275		—
Tax fees(3)		900,065		793,491
All other fees(4)		—		—
Total		2,639,140		2,478,781

(1)

Audit fees include fees associated with the annual audit, reviews of our quarterly reports on Form 10-Q and various consultation topics. Included in Audit Fees are fees for services related to the audit of our internal controls, as required by Section 404 of the Sarbanes-Oxley Act of 2002, comfort letter issuance fees in connection with SEC filings, and additional billing for out of scope work and expenses related to the fiscal year ~~2016 audit.~~

~~Audit-Related Fees. We did not pay any Audit-Related Fees~~2021 audit and 2022 audits.

(2)

Audit-related fees include fees related to ~~Ernst & Young during the last two fiscal years.~~

~~Tax Fees~~. due diligence work.

(3)

Tax fees include consultations related to IRS issues and tax planning, assistance with state tax return filings, Federal Work Opportunity Tax Credit, ~~Affordable Care Act Readiness~~ and other hiring ~~credit matters~~ and ~~other~~ miscellaneous matters.

(4)

All ~~Other Fees~~.other fees: We did not pay any fees to Ernst & Young during the last two fiscal years for any other services not included in the categories listed above.

~~Pre-approval~~

Pre-Approval Policies and Procedures

Our Audit Committee has adopted procedures for pre-approving all audit and permitted non-audit services provided by our independent registered public accounting firm. The Audit Committee pre-approves a list of specific services and categories of services, subject to a specified cost level. Part of this approval process includes making a determination on whether non-audit services are consistent with the Commission’s rules on auditor independence. The Audit Committee may delegate

pre-approval authority to the ~~Chairman~~Chair of the Audit Committee. The Audit Committee periodically monitors the services rendered and negotiates or approves all services by and fees paid to the independent registered public accounting firm to ensure such services are within the parameters approved. All of the services, if any, described under the headings ~~“Audit-Related Fees,~~“Audit-related fees,” “Tax ~~Fees”~~fees,” and “All ~~Other Fees”~~other fees” were approved by the Audit Committee.

2023 Proxy Statement |Kohl’s Corporation

TABLE OF CONTENTS
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON MAY 10, 2023
The 2022 Annual Report on Form 10-K and proxy statement of Kohl’s Corporation
are available at www.proxyvote.com and www.fcrvote.com/kss
TABLE OF CONTENTS

Exchange/Symbol
Kohl’s Corporation common stock is traded on the New York Stock Exchange under the symbol KSS.
Fortune 500
Kohl’s Corporation is a Fortune 500 company
SIC Code
5310
Independent Auditors
Ernst & Young LLP
Milwaukee, Wisconsin

Transfer Agent and Registrar
EQ Shareowner Services
P.O. Box 64854
St. Paul, Minnesota 55164-0854
(800) 468-9716
Other Information
For quarterly earnings reports, our periodic
filings with the SEC, upcoming events and
other investor information, please visit our
website at Corporate.Kohls.com
Investor Relations
investor.relations@kohls.com

TABLE OF CONTENTS

PLEASE VOTE TODAY!SEE REVERSE SIDEFOR THREE EASY WAYS TO VOTE.6TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN IN THE ~~BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFORTHE RATIFICATION OF THE APPOINTMENT~~

~~OF ERNST & YOUNG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.~~

~~ITEM THREE~~

~~ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS~~

~~We are asking shareholders to approve the following nonbinding resolution regarding the compensation of our named executive officers as disclosed in this proxy statement:~~

RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion & Analysis, compensation tables and narrative discussion.

This is often referred to as a “say-on-pay” vote. We are pleased with our shareholders’ strong support for our executive compensation in the annual “say-on-pay” votes. An average of almost 94% of the votes cast by our shareholders voted in favor of our executive compensation in the last five annual “say-on-pay” votes. This vote has been held annually since 2011 after taking into consideration the view expressed by our shareholders in an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers at the 2011 AnnualPOSTAGE-PAID ENVELOPE PROVIDED6KOHL’S CORPORATIONAnnual Meeting of Shareholders ~~and reaffirmed in an advisory vote at the 2017 Annual Meeting~~May 10, 2023This Proxy is Solicited on Behalf of ~~Shareholders.~~

~~As an advisory vote, the “say-on-pay” vote is not binding on Kohl’s,~~ the Board of Directors or the Board’s Compensation Committee. However, the Board of Directors values the opinions expressed by our shareholders, and the Compensation Committee’s charter specifically states that the Committee will review all “say-on-pay” voting results and consider whether to make any adjustments to our executive compensation policies and practices in response to these results.

We believe our executive compensation program as a whole is well suited to promote Kohl’s objectives in both the short and long term. As described above in the “Compensation Discussion & Analysis” section of this proxy statement, the Compensation Committee has designed our executive compensation program to reflect its philosophy that executive compensation should be directly linked to corporate performance with the ultimate objective of increasing long-term shareholder value. The Compensation Committee’s objectives include:

~~Providing a competitive total compensation package that enables us to attract and retain key personnel;~~

~~Providing short-term compensation opportunities through our annual incentive program that are directly linked to corporate performance goals;~~

~~Providing long-term compensation opportunities through equity awards that align executive compensation with value received by our shareholders;~~

~~Ensuring compensation awarded to our executives is linked to our performance during the fiscal year; and~~

~~Promoting ownership of our stock by our executive officers in order to align the economic interests of our executive officers more closely with those of our shareholders.~~

~~THE BOARD OF DIRECTORS RECOMMENDS A~~

~~VOTEFORAPPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.~~

~~ITEM FOUR~~

~~SHAREHOLDER PROPOSAL: SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT~~

The following shareholder proposal was submitted by John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278 (the “Proponent”). The Proponent claims to beneficially own not less than 100 shares of Kohl’s stock. If a representative of the Proponent who is qualified under state law is present and submits the proposal for a vote at the Annual Meeting, then the proposal will be voted upon. In accordance with federal securities regulations, the proposal is set forth below exactly as submitted by the Proponent.

~~Proposal [4] — Shareholder Right to Act by Written Consent~~

Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.

This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent.

Taking action by written consent in lieu of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. More than 100 Fortune 500 companies provide for shareholders to call special meetings and to act by written consent.

~~Written consent would give shareholders greater standing to have input in improving the makeup of our Board of Directors after the 2018 annual meeting.~~

~~For instance, an independent Chairman did not oversee our CEO, Kevin Mansell. Mr. Mansell received up to 14-times as many negative votes as other Kohl’s directors.~~

Stephen Watson, a former CEO, was our Lead Director. The Lead Director position has extra oversight of our CEO compared to other directors. For our CEO, Mr. Mansell, this situation is somewhat like answering to a Lead Director who is a member of the same CEO club—not in the best interest of shareholders.

Frank Sica (29-years) and Steven Burd (16-years) were 2 long-tenured directors. Long-tenure can impair the independence of a director. Independence is of greater importance for directors serving on our most important board committees. Unfortunately Mr. Sica and Mr. Burd served on both our Nomination Committee and our Executive Pay Committee.

Apparetly improvement is needed in our board refreshment practices. Adrianne Shapira joined our board in 2016. Ms. Shapira, 47 is a former CFO of a privately held designer jewelry company. Ms. Shapira had no full-time employment listed in our 2017 proxy.

~~Please vote to improve director accountability to shareholders: Shareholder Right to Act by Written Consent- Proposal [4]~~

~~STATEMENT OF THE BOARD OF DIRECTORS IN OPPOSITION TO THIS SHAREHOLDER PROPOSAL~~

Kohl’s already allows holders of as little as 10% of the Company’s stock to call for a special shareholder meeting. Additionally, the Company’s bylaws provide a “proxy access” right that allows eligible shareholders to include their own nominees for director in our proxy materials along with the Board-nominated candidates. The ability of shareholders to call a special meeting at low thresholds, coupled with a proxy access right, best empowers shareholders while also protecting the interests of all shareholders in a fair and balanced manner.

The Board has evaluated shareholder rights to call special meetings and act by written consent and has determined that the ability to call special meetings is a fairer and more appropriate shareholder right for the following reasons:

~~All shareholders have the opportunity to express their views and otherwise engage in dialogue regarding proposed actions, as well as participate in the shareholder vote.~~

~~Special meetings follow a structured and orderly process, and occur at a time and date that is announced publicly in advance of the meeting.~~

Having significant issues presented at annual or special meetings of shareholders allow shareholders to raise matters for consideration by the Company while protecting all shareholders’ interests in receiving advanced notice of, having time to consider and having an opportunity to make informed voting decisions on proposed actions affecting the Company.

Action by written consent, as presented by this proposal, would permit subsets of the Company’s shareholders to use the written consent procedure at any time and as frequently as they choose to act on a variety of potentially significant matters, conceivably without notice to all shareholders until after the action has been approved, and without a meeting or other forum at which all shareholders have a fair and equal opportunity to provide input on the decisions.

The written consent process, as proposed, may cause confusion and disruption, and permits fundamental corporate changes that cater to narrow or short-term interests. Multiple shareholder groups could solicit multiple written consents simultaneously, some of which may be duplicative or contradictory. The proposal could also allow special interests or short-term investors, who do not owe a fiduciary duty to the shareholders, to bypass the existing procedural protections and marginalize smaller shareholders.

The Board believes that the Company’s strong existing corporate governance processes make adoption of this proposal unnecessary. Our practices and policies, which enhance Board accountability, include:

~~Our shareholders’ right to call special meetings at a 10% threshold;~~

Our adoption in 2015 of bylaw amendments that implement “proxy access,” allowing eligible shareholders to include their own nominees for director in our proxy materials along with the Board-nominated candidates;

~~Our independent chairmanship effective as of the close of the 2018 Annual Meeting of Shareholders;~~

~~Annual election of all directors;~~

~~A majority vote standard in uncontested director elections;~~

~~No super-majority vote requirements;~~

~~No poison pill/shareholder rights plan provisions; and~~

~~Our shareholders’ right to directly communicate with and raise concerns to the Board or an individual director.~~

~~FOR THE ABOVE REASONS, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THE ADOPTION OF THIS SHAREHOLDER PROPOSAL.~~

~~A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR FISCAL 2017 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS POSTED ON OUR CORPORATE WEBSITE AThttps://corporate.kohls.com~~. A HARD COPY WILL BE SENT TO YOU WITHOUT CHARGE UPON WRITTEN REQUEST TO OUR SECRETARY AT N56 W17000 RIDGEWOOD DRIVE, MENOMONEE FALLS, WISCONSIN 53051. EXHIBITS TO THE FORM 10-K WILL BE FURNISHED UPON PAYMENT OF THE REASONABLE EXPENSES OF FURNISHING THEM.

~~By Order of the Board of Directors~~

~~Jason J. Kelroy,~~

~~Secretary~~

~~Menomonee Falls, Wisconsin~~

~~March 23, 2018~~

~~KOHL’S CORPORATION~~

~~N56 W17000 RIDGEWOOD DRIVE~~

~~MENOMONEE FALLS, WI 53051~~

~~VOTE BY INTERNET -www.proxyvote.com~~

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 15, 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~VOTE BY PHONE -1-800-690-6903~~

~~Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 15, 2018. Have your proxy card in hand when you call and then follow the instructions.~~

~~VOTE BY MAIL~~

~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~

If you would like to help the environment and reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~


				~~KEEP THIS PORTION FOR YOUR RECORDS~~


				~~DETACH AND RETURN THIS PORTION ONLY~~

~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

~~KOHL’S CORPORATION~~

~~ITEM 1.~~~~Election of Directors~~

~~The Board of Directors recommends that you vote FOR the following nominees:~~


		~~For~~	~~Against~~	~~Abstain~~
~~Nominees:~~

~~1a.~~	~~Peter Boneparth~~	☐	☐	☐

~~1b.~~	~~Steven A. Burd~~	☐	☐	☐

~~1c.~~	~~H. Charles Floyd~~	☐	☐	☐

~~1d.~~	~~Michelle Gass~~	☐	☐	☐

~~1e.~~	~~Jonas Prising~~	☐	☐	☐

~~1f.~~	~~John E. Schlifske~~	☐	☐	☐

~~1g.~~	~~Adrianne Shapira~~	☐	☐	☐

~~1h.~~	~~Frank V. Sica~~	☐	☐	☐

~~1i.~~	~~Stephanie A. Streeter~~	☐	☐	☐

~~1j.~~	~~Nina G. Vaca~~	☐	☐	☐

~~1k.~~	~~Stephen E. Watson~~	☐	☐	☐






~~ITEM~~ 2.~~Ratify Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending February 2, 2019.~~ ~~Vote FOR Item 2.~~	☐	☐	☐

~~ITEM~~ 3.~~Advisory Vote on Approval of the Compensation of our Named Executive Officers.~~ ~~The Board of Directors Recommends a Vote FOR Item 3.~~	☐	☐	☐

~~Vote FOR Item 3.~~

~~ITEM 4.~~~~Shareholder Proposal: Shareholder Right to Act by Written Consent~~ ~~The Board of Directors recommends a~~ ~~vote AGAINST Item~~4.	☐	☐	☐


~~NOTE:~~~~In their discretion, the Proxies are authorized to~~ ~~vote upon such other business as may properly come~~ ~~before the meeting or any adjournment thereof.~~

~~For address changes and/or~~

☐

~~comments, please check this box~~

~~and write them on the back where indicated.~~

~~Signature [PLEASE SIGN WITHIN BOX]~~

~~Date~~

~~Please indicate if you plan to attend this meeting.~~

☐

~~Yes~~

~~Signature (Joint Owners)~~

~~Date~~

~~ANNUAL MEETING ADMISSION TICKET~~

~~Kohl’s Corporation~~

~~Annual Meeting of Shareholders~~

~~Wednesday, May 16, 2018~~

~~8:00 A.M., Local Time~~

~~Kohl’s Innovation Center~~

~~W165 N5830 Ridgewood Drive~~

~~Menomonee Falls, Wisconsin, 53051~~

~~This Admission Ticket will be required to admit you to the meeting~~


~~Please write your name and address in the space provided below and present this ticket when you enter~~

~~Name:~~



~~Address:~~



~~City, State and Zip Code:~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders:~~

~~The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.~~

~~KOHL’S CORPORATION~~

~~PROXY~~

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS~~

~~The~~DirectorsThe shareholder(s) hereby ~~appoint Jason J. Kelroy~~appoint(s) Jennifer Kent and ~~Kevin Mansell~~Elizabeth McCright or either of them, as proxies, each with the power to appoint ~~his~~her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Kohl’s Corporation that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held virtually at 8:00 ~~A.M., Local~~a.m. Central Time on May ~~16, 2018~~10, 2023 and at ~~the auditorium at Kohl’s Innovation Center, W165 N5830 Ridgewood Drive, Menomonee Falls, Wisconsin 53051 and~~ any adjournment ~~or postponement thereof.~~

~~THIS~~thereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL ~~BE VOTED~~BEVOTED FOR ALL NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2 & 4 and 1 YEAR ON PROPOSAL 3.IN THEIR DISCRETION, THE ~~ELECTION~~PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING, INCLUDING ANY

POSTPONEMENT OR ADJOURNMENT THEREOF.YOUR VOTE IS VERY IMPORTANT – PLEASE SUBMIT YOUR PROXY TODAY (continued and to be signed on the reverse side)

TABLE OF CONTENTS

KOHL’S CORPORATIONYOUR VOTE IS IMPORTANTPlease take a moment now to vote your shares of Kohl’s Corporation for the upcoming Annual Meeting of Shareholders.YOU CAN VOTE TODAY USING ANY OF THE FOLLOWING METHODS:Submit your proxy by InternetPlease access www.fcrvote.com/kss (please note you must type an “s” after “http”). Then, simply follow the easy instructions on the voting site. You will be required to provide the unique Control Number printed below.ORSubmit your proxy by TelephonePlease call toll-free in the U.S. or Canada at 866-402-3905 on a touch-tone telephone. (Then, simply follow the easy voice prompts. You will be required to provide the unique Control Numberprinted below.CONTROL NUMBERYou may submit your proxy by telephone or Internet 24 hours a day, 7 days a week.Your telephone or Internet vote authorizes the Proxyholder(s) to vote your shares in the same manner as if you had marked, signed and returned a proxy card.ORSubmit your proxy by MailIf you do not have access to a touch-tone telephone or to the internet, please complete, sign, date and return the proxy card in the postage paid envelope provided to: Kohl’s Corporation, PO Box 3672, Ponte Vedra Beach, FL 32004-9911.6TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED6XPlease markvote as in thissampleTHE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR ALL OF THE NOMINEES ~~LISTED~~IN PROPOSAL 1, FOR PROPOSALS 2 & 4 AND 1 YEAR ON ~~THE REVERSE SIDE~~ PROPOSAL 3. 1. To elect eleven individuals to serve as Directors for a one-year term and until their successors are duly elected and qualified.Nominees:(1)Michael J. Bender(7)Thomas A. Kingsbury(2)Peter Boneparth(8)Robbin Mitchell(3)Yael Cosset(9)Jonas Prising(4)Christine Day(10) John E. Schlifske(5)H. Charles Floyd(11) Adrianne Shapira(6)Margaret L. JenkinsWITHHOLD*FOR ~~THE BOARD OF DIRECTORS,FOR~~ ~~THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 2, 2019,FOR~~ ~~APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ANDAGAINST~~ THE SHAREHOLDER PROPOSAL ON SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT. PROPOSALS 1, 2 AND 3 ARE BEING PROPOSED BY KOHL’S CORPORATION AND PROPOSAL 4 IS BEING PROPOSED BY A SHAREHOLDER OF KOHL’S CORPORATION.

~~PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE~~


~~Address Changes/Comments:~~

~~(If you noted any Address Changes/Comments above, please mark corresponding box~~ALLFOR ALLALLEXCEPT 2. To approve, by anadvisory vote,the compensationofour namedexecutive officers.3.To hold an advisory vote on the ~~reverse side.)~~

~~CONTINUED AND TO BE SIGNED ON REVERSE SIDE~~

frequency of future shareholder advisory votes on the compensation of our named executive officers. 4.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2024. FORAGAINSTABSTAIN1 YEAR 2 YEARS 3 YEARSABSTAINFORAGAINSTABSTAIN Date:, 2023*NOTE: To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the

nominee(s) on the line below.SignatureSignature (if jointly held)Title(s)Please sign EXACTLY as name appears at the left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full related title. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

iso4217:USD xbrli:shares


	Fees Earned or Paid in Cash $		Stock Awards $⁽¹⁾		Total $
Peter Boneparth	$	130,000	$	110,033	$	240,033
Steven A. Burd	$	130,000	$	110,033	$	240,033
H. Charles Floyd⁽²⁾	$	26,250	$	109,992	$	136,242
Jonas Prising	$	115,000	$	110,033	$	225,033
John E. Schlifske	$	120,000	$	110,033	$	230,033
Adrianne Shapira	$	120,000	$	110,033	$	230,033
Frank V. Sica	$	150,000	$	110,033	$	260,033
Stephanie A. Streeter	$	140,000	$	110,033	$	250,033
Nina G. Vaca	$	120,000	$	110,033	$	230,033
Stephen E. Watson	$	175,000	$	110,033	$	285,033


	Number of Securities Underlying Unexercised Options				Number of Unvested Shares of Restricted Stock⁽¹⁾
	Vested		Unvested		Number of Unvested Shares of Restricted Stock⁽¹⁾
Mr. Boneparth		—		—		2,834
Mr. Burd		5,008		—		2,834
Mr. Floyd		—		—		2,142
Mr. Prising		—		—		2,834
Mr. Schlifske		7,784		—		2,834
Ms. Shapira		—		—		2,834
Mr. Sica		—		—		2,834
Ms. Streeter		13,753		—		2,834
Ms. Vaca		13,753		—		2,834
Mr. Watson		17,926		—		2,834


	Age		Director Since

Stephanie A. Streeter		60		2007

Former Chief Executive Officer and Director of Libbey, Inc., a producer of glass tableware and other tabletop products, from 2011 to January 2016. Former Interim Chief Executive Officer, United States Olympic Committee from 2009 to 2010. Former Chairman, President, and Chief Executive Officer of Banta Corporation, a global technology, printing and supply-chain management company from 2004 until 2007. Ms. Streeter served as Banta Corporation’s President and Chief Executive Officer from 2002 to 2004 and President and Chief Operating Officer from 2001 to 2002. She is also currently a director of Goodyear Tire & Rubber Company, a manufacturer and distributor of tires and related products and services. The Governance & Nominating Committee believes Ms. Streeter’s qualifications to serve on our Board of Directors include her experience as President, Chief Executive Officer and Chairman of the board of directors of complex businesses with worldwide operations; her experience as a director of other public companies; and her broad-based knowledge in the areas of marketing, consumer products, information technology and e-commerce.

Nina G. Vaca⁽¹⁾		46		2010

Founder, Chairman and Chief Executive Officer of Pinnacle Technical Resources, Inc., a staffing, vendor management and information technology services firm, since 1996. She also has been Chairman and Chief Executive Officer of Vaca Industries Inc., a management company, since 1999. Ms. Vaca is also a director of Comerica Incorporated, a banking and financial services company, and Cinemark Holdings, Inc., a motion picture exhibitor. The Governance & Nominating Committee believes Ms. Vaca’s qualifications to serve on our Board of Directors include her experience as Chief Executive Officer, Chairman of the Board of Directors and founder of a business; her experience as a director of other public companies; and her broad-based knowledge in the areas of information technology, human resources, marketing and e- commerce.

Stephen E. Watson		73		2006

Former President and Chief Executive Officer of Gander Mountain, L.L.C., a private specialty retailer, from 1997 until his retirement in 2002. Mr. Watson held various executive officer positions with Dayton-Hudson Corporation from 1972 until his retirement in 1996, including President, Chairman/Chief Executive Officer of the Department Store Division. From 2008 to October 2017, Mr. Watson was a director of Regis Corporation, an operator of beauty salons. He is currently a director of Chico’s FAS Inc., a specialty retailer. The Governance & Nominating Committee believes Mr. Watson’s qualifications to serve on our Board of Directors include his experience as the leading senior executive officer of several complex retail businesses; his experience as a director of other retail-oriented public companies; and his broad-based knowledge in the areas of retail operations, corporate finance, accounting, marketing and merchandise procurement.

	44				EXECUTIVE SUMMARY
	45				2022 Results
	45				Executive Transitions and Retention Actions
	46				2022 Shareholder Engagement
	46				Pay for Performance
	47				Long-Term Business Strategies
	50				Elements of Our Compensation Program and Summary of Compensation Paid
	51				Say on Pay and Shareholder Outreach
	52				PHILOSOPHY AND OBJECTIVES
	53				STRUCTURE FOR DETERMINING EXECUTIVE COMPENSATION
	53				Compensation Committee Meetings and Advisors
	53				Key Compensation Reports

	55				PERFORMANCE EVALUATION PROCESS
	56				FISCAL 2022 COMPENSATION DECISIONS
	56				Salary
	56				Annual Incentive Compensation
	58				Long-Term Incentive Compensation
	62				Perquisites
	62				Deferred Compensation
	62				Stock Ownership Guidelines
	62				Restriction on Hedging and Pledging
	63				Compensation Risk Assessment
	63				Other Material Tax and Accounting Implications of the Executive Compensation Program


	Market Capitalization ($ Billions)*		Revenue ($ Billions)*
• Bed, Bath & Beyond Inc.		4.4		12.2
• The Gap, Inc.		8.7		15.5
• J.C Penney Company, Inc.		1.4		12.5
• L Brands, Inc.		15.5		12.6
• Macy’s, Inc.		7.1		25.8
• Nordstrom, Inc.		7.9		14.8
• Ross Stores, Inc.		22.5		12.9
• Sears Holding Corporation		1.0		22.1
• The TJX Companies, Inc.		46.4		33.2

Median		7.9		14.8
Kohl’s Corporation		6.6		18.7


Performance Objective	CEO			NEOs
Net Income Goals		40	%		30	%
Total Sales Goals		40	%		30	%
Managerial Criteria, including leadership and vision, long-term strategic planning, succession planning, keeping the Board of Directors informed, enhancing diversity, and social responsibility		20	%
Business Specific Objectives & Leadership					40	%


Performance Objective	Inconsistently Meets Expectations		Fully Meets Expectations		Consistently Exceeds Expectations		Objective Weighting
Net Income (in millions)	<$	653	$	653 to 825	>$	825		40	%
Total Sales (in billions)	<$	18.4	$	18.4 to 20.0	>$	20.0		40	%
Managerial Criteria		—		—				20	%


Performance Objective	Inconsistently Meets Expectations		Fully Meets Expectations		Consistently Exceeds Expectations		Objective Weighting
Net Income (in millions)	<$	472	$	472 to 673	>$	673		40	%
Total Sales (in billions)	<$	17.5	$	17.5 to 19.2	>$	19.2		40	%
Managerial Criteria		—		—				20	%


	Inconsistently Meets Expectations			Fully Meets Expectations			Consistently Exceeds Expectations
Base Salary Increase as a Percent of Budgeted Increase for All Exempt Associates		0	%		75	%		133	%
Example:
Increase Assuming 2% Budgeted for All Exempt Associates		0	%		1.50	%		2.66	%


	Mr. Mansell	Ms. Gass	Ms. Chawla	Mr. McDonald	Mr. Schepp
Overall Performance Rating	Fully Meets Expectations	Fully Meets Expectations	Fully Meets Expectations	Fully Meets Expectations	Fully Meets Expectations
Base Salary Percentage Increase	1.5%	1.5%	1.5%	N/A¹	1.5%
Base Salary Increase	$21,100	$16,750	$16,750	$0	$13,700
2017 Base Salary	$1,425,000	$1,133,250	$1,133,250	$913,500	$927,200


	Achieve Earnings Guidance Tier⁽¹⁾			Peer Performance Index Tier⁽²⁾			Threshold Tier			Top Tier
Net Income Goal (in millions)		Below $781, But Within Earnings Guidance Range			Below $781			$781			$910
Sales Goal		N/A			Total Sales Beat Peer Performance Index			N/A			N/A
Award Opportunity (as a percent of base salary)
Mr. Mansell		40	%		40	%		65	%		250	%
Ms. Gass, Ms. Chawla and Messrs. McDonald and Schepp		30	%		30	%		55	%		200	%


	Annual Incentive Plan Payout as a Percentage of Base Salary			Annual Incentive Plan Payout
Mr. Mansell		40	%	$	561,560
Mses. Chawla and Gass		30	%	$	334,950
Messrs. McDonald and Schepp		30	%	$	274,050


	Peer Performance Index Tier⁽¹⁾	Threshold Tier	Top Tier
Net Income Goal (in millions)	Below $596	$596	$720
Sales Goal	Total Sales Beat Peer Performance Index	N/A	N/A
Award Opportunity (as a percent of base salary)
Mr. Mansell	40%	65%	250%
Ms. Gass, Ms. Chawla and Messrs. McDonald and Schepp	30%	55%	200%


Grant Date Target Dollar Value of LTIP Awards
Mr. Mansell	$	6,000,000
Ms. Gass	$	1,750,000
Messrs. McDonald and Schepp	$	1,000,000


	Weighting			Threshold Level			Target Level			Maximum Level
Cumulative 3-Year Sales Goal (in millions)		50%			$56,000			$59,600			$61,400
Percent of PSUs Earned Upon Attainment of Indicated Level⁽¹⁾					50	%		100	%		200	%
Cumulative 3-Year Net Income Goal (in millions)		50	%	$	2,190		$	2,740		$	3,120
Percent of PSUs Earned Upon Attainment of Indicated Level⁽¹⁾					50	%		100	%		200	%


	Number of PSUs Earned for 2014-2016 Performance Period⁽¹⁾		Certification Date Value of PSUs Earned For 2014-2016 Performance Period
Mr. Mansell		43,431	$	1,814,547
Ms. Gass		12,668	$	529,269
Messrs. McDonald and Schepp		7,239	$	302,445


Name and Principal Position	Year		Salary			Bonus			Stock Awards⁽¹⁾			Option Awards⁽¹⁾		Non-Equity Incentive Plan Compensation⁽²⁾		Change in Pension Value and Non- qualified Deferred Compen- sation Earnings⁽³⁾		All Other Compen- sation⁽⁸⁾		Total
Kevin Mansell		2017	$	1,421,483			—		$	5,999,994	⁽⁵⁾		—	$	3,562,500		—	$	355,229	$	11,339,206
Chairman, President, Chief		2016		1,400,441			—			6,000,014			—		561,560		—		435,643		8,397,658
Executive Officer		2015		1,378,075			—			5,999,948			—		553,260		—		263,466		8,194,749
Michelle Gass		2017	$	1,224,932			—		$	7,750,028	⁽⁵⁾		—	$	3,500,000		—	$	108,608	$	12,583,568
Chief Merch & Customer		2016		1,113,750			—			1,749,965			—		334,950		—		96,964		3,295,629
Officer andCEO-elect		2015		1,043,818			—			1,749,998			—		330,000		—		87,638		3,211,454
Sona Chawla		2017	$	1,154,099			—		$	4,750,021	⁽⁵⁾		—	$	2,700,000		—	$	107,612	$	8,711,732
Chief Operating Officer and		2016		1,113,750			—			1,749,965			—		334,950		—		84,103		3,282,768
President-elect		2015		187,500		$	1,000,000			9,000,014			—		55,011		—		455,511		10,698,036
Bruce Besanko		2017	$	506,250		$	250,000	⁽⁴⁾	$	5,749,980	⁽⁴⁾		—	$	1,800,000		—	$	117,671	$	8,423,901
Chief Financial Officer
Richard Schepp		2017	$	924,917			—		$	4,750,021	⁽⁵⁾		—	$	1,854,400		—	$	85,973	$	7,615,311
Chief Administrative Officer		2016		911,250			—			1,749,965			—		274,050		—		89,681		3,024,946
		2015		880,170			—			1,000,044			—		270,000		—		94,642		2,244,856
Wesley McDonald⁽⁶⁾		2017	$	913,500	⁽⁷⁾		—			—			—	$	1,827,000		—	$	94,356	$	2,834,856
Former Chief Financial		2016		911,250			—			1,749,965			—		274,050		—		95,693		3,030,958
Officer		2015		881,556			—			1,000,044			—		270,000		—		91,608		2,243,208


	Amount Reported		Other Possible Amounts
	(Target)		Minimum		Threshold		Maximum
Kevin Mansell	$	3,599,986	$	0	$	1,349,995	$	8,999,964
Michelle Gass	$	4,650,014	$	0	$	1,743,755	$	11,625,035
Sona Chawla	$	1,050,016	$	0	$	393,756	$	2,625,040
Bruce Besanko	$	1,050,000	$	0	$	393,750	$	2,625,001
Richard Schepp	$	1,050,016	$	0	$	393,756	$	2,625,040


Name	Our Contributions to Executive Officer’s Defined Contribution Plan Accounts		Payments made by us for Term Life, Long- Term Disability and Accidental Death and Dismemberment Insurance		Our Reimbursement of Financial Planning and Tax Advice Expenses		Automobile Expense Allowance		Relocation and Travel Expense Reimburse- ment		Supplemental Health Care Coverage^(a)		Utilization of Company- Owned Aircraft^(b)		Total
Kevin Mansell	$	13,500	$	10,700	$	1,250	$	22,878		—	$	50,000	$	256,901	$	355,229
Michelle Gass		13,500		14,447		9,856		20,805		—		50,000		—		108,608
Sona Chawla		13,500		16,836		12,975		14,301		—		50,000		—		107,612
Bruce Besanko		—		4,853		—		8,796	$	54,022		50,000		—		117,671
Richard Schepp		13,500		10,501		—		11,972		—		50,000		—		85,973
Wesley McDonald		13,500		16,637		8,256		5,963		—		50,000		—		94,356

	Amount Reported		Other Possible Amounts
NEO	(Target) ($)		Minimum ($)		Threshold ($)		Maximum ($)
Mr. Kingsbury		—		—		—		—
Ms. Timm		930,016		—		348,756		2,325,041
Mr. Chini		810,017		—		303,756		2,025,042
Ms. Mc Feeney		360,000		—		135,000		899,999
Ms. Raymond		388,777		—		145,791		971,942
Ms. Gass		4,530,012		—		—		—
Mr. Gaffney		810,017		—		—		—
Mr. Revelle		810,017		—		—		—

Name	Our Contribution to Executive Officer’s Defined Contribution Plan Accounts ($)		Payments Made by Us for Term Life, Long-Term Disability and Accidental Death and Dismemberment Insurance ($)		Our Reimbursement of Financial Planning and Tax Advice Expenses ($)		Automobile Expense Allowance ($)		Relocation and Travel Expense Reimbursement ($)		Supplemental Health Care Coverage(a) ($)		Utilization of Company Owned Aircraft(b) ($)		Post- Employment Contractual Benefits(c) ($)		Other ($)		Total ($)
Mr. Kingsbury(d)		—		292		—		—		—		50,000		117,751		—		244,576		412,619
Ms. Timm		9,042		14,213		—		18,000		—		50,000		—		—		—		91,255
Mr. Chini		15,250		15,318		10,000		18,000		—		25,000		—		—		—		83,568
Ms. Mc Feeney		14,167		22,493		—		18,000		—		25,000		—		—		—		79,660
Ms. Raymond		15,250		13,757		420		18,000		—		25,000		—		—		—		72,427
Ms. Gass		14,354		15,847		9,690		15,400		—		50,000		138,469		—		—		243,760
Mr. Gaffney		8,600		11,206		6,835		9,750		—		25,000		—		1,720,000		—		1,781,391
Mr. Revelle		15,000		1,518		187		6,750		—		25,000		—		3,425,833		—		3,474,288


Name	Grant Date		Estimated Future Payouts UnderNon-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾⁽³⁾						All Other Stock Awards: Number of Shares of Stock or Units⁽³⁾		All Other Option Awards: Number of Securities Under- lying Options		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Equity Awards⁽⁴⁾
	Grant Date		Threshold		Target		Maximum		Threshold		Target		Maximum						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Equity Awards⁽⁴⁾
Kevin Mansell			$	570,000	$	2,493,750	$	3,562,500		—		—		—		—		—		—		—
		03/27/2017		—		—		—		33,683		89,820		224,550		—		—		—	$	3,599,986
		03/27/2017		—		—		—		—		—		—		63,898		—		—		2,400,009
Michelle Gass			$	560,000	$	2,450,000	$	3,500,000		—		—		—		—		—		—		—
		03/27/2017		—		—		—		9,824		26,198		65,495		—		—		—	$	1,050,016
		03/27/2017		—		—		—		—		—		—		18,637		—		—		700,006
		09/25/2017		—		—		—		25,362		67,631		169,078		—		—		—	$	3,599,998	⁽⁵⁾
		09/25/2017		—		—		—		—		—		—		51,937		—		—		2,400,009	⁽⁵⁾
Sona Chawla			$	420,000	$	1,950,000	$	2,700,000		—		—		—		—		—		—		—
		03/27/2017		—		—		—		9,824		26,198		65,495		—		—		—	$	1,050,016
		03/27/2017		—		—		—		—		—		—		18,637		—		—		700,006
		09/25/2017		—		—		—		—		—		—		64,921		—		—		2,999,999	⁽⁵⁾
Bruce Besanko			$	270,000	$	1,350,000	$	1,800,000		—		—		—		—		—		—		—
		08/15/2017		—		—		—		8,882		23,686		59,215		—		—		—	$	1,050,000	⁽⁶⁾
		08/15/2017		—		—		—		—		—		—		123,262		—		—		4,699,981	⁽⁶⁾
Richard Schepp			$	278,160	$	1,390,800	$	1,854,400		—		—		—		—		—		—		—
		03/27/2017		—		—		—		9,824		26,198		65,495		—		—		—	$	1,050,016
		03/27/2017		—		—		—		—		—		—		18,637		—		—		700,006
		09/25/2017		—		—		—		—		—		—		64,921		—		—		2,999,999
Wesley McDonald⁽⁷⁾			$	274,050	$	1,370,250	$	1,827,000		—		—		—		—		—		—		—


	Option Awards									Stock Awards⁽¹⁾
	Number of Securities Underlying Unexercised Options					Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested			Market Value of Shares or Units of Stock That Have Not Vested⁽²⁾		Equity Incentive Plan Awards
	Exercisable		Unexercisable			Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested					Number of Units of Stock That Have Not Vested			Market Value of Units of Stock That Have Not Vested⁽²⁾
Kevin Mansell		92,600				$	50.39		02/13/2018		17,709	⁽³⁾	$	1,123,990		11,761	⁽⁶⁾	$	746,471
		192,572				$	52.80		03/28/2018		41,944	⁽⁴⁾	$	2,662,186		83,673	⁽⁷⁾	$	5,310,725
		239,907				$	48.48		03/26/2019		66,360	⁽⁵⁾	$	4,211,869		233,200	⁽⁸⁾	$	14,801,204
Michelle Gass											5,165	⁽³⁾	$	327,823		3,431	⁽⁶⁾	$	217,766
											12,234	⁽⁴⁾	$	776,492		24,405	⁽⁷⁾	$	1,548,985
											19,355	⁽⁵⁾	$	1,228,462		238,846	⁽⁸⁾	$	15,159,619
											52,475	⁽⁹⁾	$	3,330,588
Sona Chawla											95,407	⁽¹⁰⁾	$	6,055,482		5,782	⁽⁶⁾	$	366,984
											12,234	⁽⁴⁾	$	776,492		24,405	⁽⁷⁾	$	1,548,985
											19,355	⁽⁵⁾	$	1,228,462		68,018	⁽⁸⁾	$	4,317,102
											65,594	⁽¹¹⁾	$	4,163,251
Bruce Besanko											107,286	⁽¹²⁾	$	6,809,442		60,560	⁽⁸⁾	$	3,843,743
											18,775	⁽¹³⁾	$	1,191,649
Richard Schepp		42,840				$	48.48		03/26/2019		4,800	⁽¹⁵⁾	$	304,656		1,961	⁽⁶⁾	$	124,465
		20,480		5,121	⁽¹⁴⁾	$	45.54		04/01/2020		2,953	⁽³⁾	$	187,427		24,405	⁽⁷⁾	$	1,548,985
											12,234	⁽⁴⁾	$	776,492		68,018	⁽⁸⁾	$	4,317,102
											19,355	⁽⁵⁾	$	1,228,462
											65,594	⁽¹⁶⁾	$	4,163,251
Wesley McDonald⁽¹⁷⁾		20,000				$	60.17		08/04/2018							1,961	⁽⁶⁾	$	124,465
				5,121	⁽¹⁴⁾	$	45.54		07/01/2019							24,405	⁽⁷⁾	$	1,548,985


Name	Executive Contributions in Last FY ($)⁽¹⁾		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)⁽¹⁾		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End ($)⁽²⁾
Kevin Mansell		—		—	$	888,080		—	$	4,291,925
Michelle Gass		—		—		—		—		—
Sona Chawla		—		—		—		—		—
Bruce Besanko	$	18,000		—	$	1,130		—	$	19,130
Richard Schepp	$	416,213		—	$	540,845		—	$	4,929,812
Wesley McDonald		—		—	$	68,289	$	1,598,221	$	358,583


	Termination Prior to Mansell Transition Date		Termination at or After Mansell Transition Date⁽¹⁾		Termination Due to Disability Prior to Mansell Transition Date		Termination Due to Death Prior to Mansell Transition Date
Severance Payment — Salary Continuation		—		—	$	712,500	$	712,500
Severance Payment — Bonus Payments		—		—		—		—
Pro Rated Bonus⁽²⁾		—	$	3,562,500	$	551,967	$	551,967
Value of Accelerated Restricted Stock⁽³⁾		—	$	7,997,925	$	7,997,925	$	7,997,925
Value of Accelerated Performance Share Units⁽⁴⁾		—	$	20,858,336	$	20,858,336	$	14,331,989
TOTAL		—	$	32,418,761	$	30,120,728	$	23,594,381


	Voluntary Termination by Executive		Involuntary Termination by Kohl’s With Cause		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control)		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following Change of Control)		Termination due to Disability		Death
Severance Payment — Salary Continuation		—		—	$	4,060,000	$	4,060,000	$	700,000	$
Severance Payment — Bonus Payments		—		—	$	314,910	$	913,239		—		—
Pro Rated Bonus⁽¹⁾		—		—	$	3,500,000	$	314,910	$	314,910	$
Outplacement		—		—	$	20,000	$	20,000		—		—
Value of Accelerated Restricted Stock⁽²⁾		—		—	$	4,523,510	$	5,663,265	$	5,663,265	$	5,663,26
Value of Accelerated Performance Share Units⁽³⁾		—		—		—	$	8,480,124	$	16,926,221	$	8,480,12
TOTAL		—		—	$	12,418,420	$	19,451,538	$	23,604,396	$	15,158,2


	Voluntary Termination by Executive⁽⁴⁾		Involuntary Termination by Kohl’s With Cause		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control)		Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following Change of Control)		Termination due to Disability		Death
Severance Payment — Salary Continuation		—		—	$	3,480,000	$	3,480,000	$	600,000	$	600,000
Severance Payment — Bonus Payments		—		—	$	129,987	$	376,962		—		—
Pro Rated Bonus⁽¹⁾		—		—	$	2,700,000	$	129,987	$	129,987	$	129,987
Outplacement		—		—	$	20,000	$	20,000		—		—
Value of Accelerated Restricted Stock⁽²⁾		—		—	$	11,916,450	$	12,223,564	$	12,223,564	$	12,223,564
Value of Accelerated Performance Share Units⁽³⁾		—		—		—	$	4,737,759	$	6,233,000	$	4,737,759
TOTAL		—		—	$	18,246,437	$	20,968,272	$	19,186,550	$	17,691,310


	Retirement
Transition Period Salary	$	1,071,173
Transition Period Bonus⁽¹⁾	$	1,827,000
Value of Accelerated Restricted Stock⁽²⁾	$	284,054
Value of Stock Options	$	91,280
Value of Performance Share Units⁽³⁾	$	1,372,212
TOTAL	$	4,646,259


	Fiscal 2017		Fiscal 2016
Audit Fees	$	1,442,300	$	1,332,000
Audit-Related Fees		—		—
Tax Fees		657,632		861,626
All Other Fees		—		—
Total	$	2,099,932	$	2,193,626