🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. Think of it as the official "voter guide" for a company's shareholders. Kohl's is sending this ahead of its 2026 Annual Meeting to explain what will be voted on and provide all the details shareholders need to make informed decisions. It’s a governance document, not a financial report.

👉 Why it matters: If you own Kohl's stock, this tells you who is running the company, how they are paid, and what major decisions you get to vote on. It's your peek under the hood at how the company is governed.

🏢 What The Company Does

Kohl's is a major American department store chain. In simple terms, it's a one-stop shop for apparel, home goods, beauty products, and more, operating hundreds of stores across the U.S. and a significant online business.

👉 The current story: The company is in the middle of a turnaround. It's facing a tough economic environment and changing shopper habits. The big message from leadership here is that they are stabilizing the business, focusing on customers, and have just appointed a new, permanent CEO to lead a multi-year transformation.

👥 The Big Changes: Leadership & Board

The filing highlights a period of significant leadership transition.

• New CEO: Michael J. Bender was appointed CEO in November 2025. He had been Interim CEO and previously served on the Board, so he knows the company well. He brings decades of retail experience from places like Walmart and Victoria's Secret.
• New Board Chair: John E. Schlifske, the former CEO of Northwestern Mutual, became the Board Chair.
• Board Refreshment: The board has brought on 8 new directors since 2020. The current slate for election is diverse, with 25% gender diversity and 37.5% racial/ethnic diversity.

👉 Why it matters: This signals a fresh start. The board and management team are intentionally being reshaped to guide the company's new strategy. Shareholders are being asked to elect this new team.

🗳️ What You're Voting On: The 4 Proposals

The annual meeting on May 20, 2026 (virtual) will have four key votes:

1. Proposal 1: Elect 8 Directors. You're voting to approve the entire board slate, including the new Chair and CEO.
2. Proposal 2: Approve Executive Pay. An advisory (non-binding) vote on the compensation for top executives, known as "Say-on-Pay."
3. Proposal 3: Ratify the Auditor. A routine vote to confirm the accounting firm Ernst & Young LLP for the next fiscal year.
4. Proposal 4: Approve a New Incentive Plan. This is a key vote to amend and restate the company's 2024 Long-Term Compensation Plan. This plan grants stock awards to executives and employees to align their pay with shareholder interests.

👉 Board's Recommendation: The Board recommends shareholders vote "FOR" all four proposals.

💰 The Pay Packages: Executive Compensation

The heart of the proxy is explaining how top leaders are paid. For 2025, the Named Executive Officers (NEOs) include the new CEO, the CFO, and other key executives.

• CEO Michael J. Bender's 2025 Total Compensation: His summary compensation for 2025 shows $1,157,730 in total. This is lower than a typical full year because he was Interim CEO for part of the year. His package is now designed to be heavily performance-based, with a large portion tied to company stock to incentivize long-term growth.
• Performance Focus: The Compensation Committee emphasizes that pay is tied to company performance. They highlight that in 2025, despite challenges, the company improved gross margins, reduced inventory, and lowered expenses.

👉 Why it matters: This section is about accountability. The board is explaining how they structure pay to motivate executives to fix the business and create value for shareholders, not just reward them for showing up.

📜 The New Incentive Plan (Proposal 4) Explained

This is a technical but important proposal. The company wants to update its 2024 Long-Term Compensation Plan.

• What it does: This plan allows the company to give executives and key employees stock awards (like restricted stock units) and cash bonuses.
• Why change it now? The amendment resets certain limits and extends the plan's life. It also introduces more detailed performance metrics that can be used to determine bonus payouts.
• Key Feature: It includes "clawback" provisions, meaning the company can recover compensation if an executive's misconduct causes a financial restatement.

👉 Why it matters: This vote gives the company the tool to attract, retain, and motivate its leadership team. A "FOR" vote lets them continue using equity to align pay with performance. A "AGAINST" vote could limit their ability to do so.

🔮 What's Next: Strategy and Outlook

The messages from the Board Chair and CEO paint a clear picture:

• Focus Areas: The transformation is focused on three things: 1) A better, more curated product assortment, 2) Re-establishing Kohl's as a leader in value and quality, and 3) Improving the online and in-store (omni-channel) shopping experience.
• Tone: Leadership is cautiously optimistic. They acknowledge 2025 was tough and that the turnaround is a "multi-year journey." They stress that the business is in a "stronger position" and generating cash flow.

👉 Why it matters: This sets the stage for the next few years. Shareholders are being told to expect steady, disciplined progress, not a quick miracle. The new CEO is asking for time and trust.

⚖️ Big Picture: Strengths (👍) and Risks (⚠️)

👍 Strengths / What's Promising:

• New, Experienced Leadership: A CEO with deep retail and operational experience who already knows the company.
• Board Alignment & Refreshment: An energized, diverse board actively overseeing the turnaround.
• Clear, Focused Strategy: A simple, customer-centric plan targeting merchandising, value, and omnichannel.
• Shareholder Engagement: The board highlights it actively seeks feedback from investors.

⚠️ Risks / What to Watch:

• The Retail Environment: Ongoing macroeconomic headwinds and intense competition.
• Execution Risk: Can the new team consistently execute on the strategy across hundreds of stores and online?
• Financial Pressure: The turnaround will require time and investment while sales are under pressure.
• Approval of Pay & Plans: There's always a risk shareholders could vote against the compensation packages or the new incentive plan (Proposals 2 & 4), which would be a strong rebuke of the board.

🧠 The Analogy

Kohl's is like a large ship that's been sailing through a storm. The board has just appointed a new, seasoned captain (Bender) who came up through the ranks. The old crew is being reorganized, and the captain is presenting a new, clear map to a safer port. The passengers (shareholders) are being asked to approve the new crew roster, the captain's performance-based pay, and the bonus plan for the officers. The message is: "The storm is still out there, but we have the right leader and a solid plan. Trust us—it will be a steady voyage, not a speedboat ride."

🧩 Final Takeaway

This proxy is a story of transition and reset. Kohl's is asking shareholders to endorse its new leadership team, pay structure, and strategic plan as it embarks on a deliberate, multi-year turnaround. The key takeaway is that the company is acknowledging its challenges and is deliberately rebuilding from the top down.