Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 9, 2022, the Board of Directors (the "Board") of Kohl's Corporation (the "Company") approved and adopted Amended and Restated Bylaws (the "Bylaws"), which became effective the same day, in order to, among other things:

•

Address recently adopted amendments to Rule 14a-19 under the Securities Exchange Act of 1934, as amended, by clarifying that no person may solicit proxies in support of a director nominee other than the Board's nominees unless such person has complied with Rule 14a-19, and that any person soliciting proxies in support of a director nominee other than the Board's nominees must comply with the requirements to provide notices required under Rule 14a-19 in a timely manner and deliver reasonable evidence that the Rule 14a-19 requirements have been met,

•

Requiring any notice of director nomination be accompanied by a completed written questionnaire required of the Company's directors and officers, and that the questionnaire and written representation and agreement of a nominee be in the form provided by the Company, and

•

Requiring that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white.

The preceding summary of the amendments to the Bylaws is qualified in its entirety by reference to, and should be read in connection with, the complete copy of the Amended and Restated Bylaws attached hereto as Exhibits 3.1 (clean) and 3.2 (marked) to this Current Report on Form 8-K and incorporated by reference herein.




Item 8.01. Other Events.

On August 9, 2022, the Board declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on September 21, 2022 to all shareholders of record at the close of business on September 7, 2022. A copy of the press release announcing the dividend is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.



 Exhibit No.     Description
     3.1           Amended and Restated Bylaws (clean version)
     3.2           Amended and Restated Bylaws (marked version)
    99.1           Press Release dated August 10, 2022
     104         Cover Page Interactive Data File (embedded within the Inline
                 XBRL document)

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