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Get filing alertsKohl's shareholders approve 5.2M share increase for executive compensation plan
Filed May 21, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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Shareholders approved adding 5.2 million shares to the long-term compensation plan, bringing total authorized shares to 12.85 million. This represents potential dilution as the company can now grant additional stock-based awards to executives and employees.
Item 5.02 verify on EDGAR → -
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The amended compensation plan extends through 2036 and caps non-employee director pay at $750,000 annually (including cash and equity). All eight director nominees were re-elected with majority support.
Item 5.07 verify on EDGAR → -
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Executive compensation received 94% shareholder approval in the advisory say-on-pay vote, indicating satisfaction with current pay practices. Ernst & Young was ratified as auditor for fiscal 2027 with 96% support.
Item 5.07 verify on EDGAR →
Summary
Kohl's held its 2026 annual meeting on May 20, where shareholders approved a significant expansion of the company's equity compensation program. The most material outcome was authorization of 5.2 million additional shares for employee and executive stock awards, nearly doubling the pool available for equity-based compensation.
While this gives management flexibility to attract and retain talent, it also means existing shareholders will see their ownership stakes diluted as these awards are granted over the next decade. The compensation plan now runs through 2036 and includes a new $750,000 annual cap on director pay.
All routine governance matters passed with strong support, including re-election of the eight-member board and ratification of Ernst & Young as auditor. The 94% approval rate on executive pay suggests shareholders are generally comfortable with how leadership is compensated. Retail investors should watch upcoming proxy statements to see how quickly the company grants awards from this expanded share pool and whether the pace of equity compensation accelerates. The dilution impact will depend on grant timing and stock price performance over the plan's ten-year term.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
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At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Kohl’s Corporation (the “Company” or “Kohl’s”), the Company’s shareholders approved the Kohl’s Corporation 2024 Long-Term Compensation Plan, as amended and restated effective May 20, 2026 (the “Plan”).
Shareholders approved an amended and restated version of the company's 2024 Long-Term Compensation Plan at the 2026 Annual Meeting. The plan is a material compensatory arrangement in which named executive officers are eligible to participate.
Show 2 minor / wording changes
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(ii) extend the term of the Plan for ten years through May 20, 2036
The compensation plan's term has been extended for ten years, running through May 20, 2036. This provides the company with a long-term framework for equity-based compensation.
Added in current filing · verify on EDGAR →
(iii) establish a limit of $750,000 on the total annual compensation, including cash and equity, that may be paid to any non-employee director during a single board service year
The plan now caps total annual compensation for non-employee directors at $750,000, including both cash and equity. This establishes a formal limit on board member pay.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Kohl's held its 2026 annual meeting on May 20, 2026, electing eight directors and approving executive compensation, auditor ratification, and equity plan.
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Approval of the Kohl’s Corporation 2024 Long-Term Compensation Plan, as amended and restated effective May 20, 2026
Shareholders approved amendments to the company's long-term equity compensation plan with approximately 95% support (67.4 million votes for vs. 3.3 million against). This plan governs stock-based compensation awards to executives and employees.
Show 3 minor / wording changes
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The eight individuals nominated by the Board of Directors to serve as Directors were elected for a one-year term and until their successors are duly elected and qualified.
All eight director nominees were elected at the annual meeting held May 20, 2026. The nominees include Wendy Arlin, Michael J. Bender, Yael Cosset, H. Charles Floyd, Robbin Mitchell, Jonas Prising, John E. Schlifske, and Adolfo Villagomez, each receiving majority support from shareholders.
Added in current filing · verify on EDGAR →
66,512,423 | 4,040,026 | 400,937 | 19,843,956
Shareholders approved the advisory vote on executive compensation with approximately 94% support (66.5 million votes for vs. 4.0 million against). This non-binding vote indicates shareholder satisfaction with the company's executive pay practices.
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Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending January 30, 2027
Shareholders ratified Ernst & Young LLP as the independent auditor for fiscal year ending January 30, 2027, with approximately 96% approval (86.8 million votes for). This is a routine annual vote confirming the audit firm selection.
Event · Item 9.01 — Financial Statements and Exhibits
Kohl's filed an 8-K to disclose an amendment and restatement of its 2024 Long-Term Compensation Plan, effective May 20, 2026.
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Kohl’s Corporation 2024 Long-Term Compensation Plan, as amended and restated effective May 20, 2026
Kohl's disclosed an amendment and restatement of its 2024 Long-Term Compensation Plan, effective May 20, 2026. The 8-K does not provide details on what changes were made to the plan, but amendments to equity compensation plans can affect share dilution, executive incentives, and shareholder voting rights. Investors should review the full exhibit to understand the specific modifications.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify