Kohl's Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

KOHL'S CORPORATION

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2026, Elliott Rodgers accepted his appointment as Chief Operating Officer of Kohl’s Corporation (the “Company”). Mr. Rodgers’ appointment will be effective September 9, 2026.

Mr. Rodgers, age 50, served as Executive Vice President, Chief Operations Officer at Foot Locker, Inc. from December 2022 to September 2025. Prior to joining Foot Locker, he served as Chief People Officer and Head of Global Expansion at project44, a supply chain visibility platform, from October 2021 to December 2022. From 2013-2021, Mr. Rodgers held progressive leadership roles at Ulta Beauty, Inc., serving as Chief Information Officer from September 2020 to October 2021 and as Chief Supply Chain Officer from April 2019 to September 2020. Earlier in his career, he spent six years at Target Corporation in distribution and omnichannel operations and three years as a Vice President at Citigroup. Mr. Rodgers was also a Captain in the U.S. Army and holds a Bachelor of Science from the United States Military Academy at West Point and an MBA from Harvard Business School. Mr. Rodgers served on the board of directors of Levi Strauss & Co. from December 2020 and resigned effective June 15, 2026 in light of his appointment.

In consideration of his employment with the Company, Mr. Rodgers will receive, among other things, the following compensation and benefits as set forth in his offer letter:

Mr. Rodgers will also be entitled to certain benefits upon a termination of employment and will be subject to certain restrictive covenant obligations in favor of the Company, as set forth in the Executive Compensation Agreement.

The foregoing descriptions of the offer letter and the Executive Compensation Agreement do not purport to be complete and are qualified in their entirety by reference to the offer letter and Executive Compensation Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

There are no family relationships between Mr. Rodgers and any director or executive officer of the Company, and no arrangements or understandings between Mr. Rodgers and any other person pursuant to which he was selected as an officer. Since February 2, 2025, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Mr. Rodgers had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The Company’s press release announcing Mr. Rodgers’ appointment as Chief Operating Officer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.