<PAGE>
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))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 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):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
KOHL'S
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 2000
To Our Shareholders:
The Annual Meeting of Shareholders of Kohl's Corporation, a Wisconsin
corporation (the "Company"), will be held at Four Points Sheraton Hotel
Milwaukee-Airport, 4747 South Howell Avenue, Milwaukee, Wisconsin 53207, on
Tuesday, May 23, 2000, at 10:00 a.m., for the following purposes:
1. To elect four directors to serve for a three-year term.
2. To ratify the appointment of Ernst & Young LLP as independent auditors.
3. To consider and act upon a shareholder proposal.
4. To act upon any other business that may properly come before the meeting or
any adjournment thereof.
Only shareholders of record at the close of business on April 7, 2000, are
entitled to notice of and to vote at the meeting.
You are cordially invited to attend the meeting. Your vote is important no
matter how large or small your holdings may be. PLEASE COMPLETE, SIGN, DATE
AND RETURN YOUR PROXY IN THE REPLY ENVELOPE PROVIDED AS SOON AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IF YOU ATTEND THE MEETING AND
WISH TO VOTE IN PERSON, YOUR PROXY MAY BE REVOKED.
By Order of the Board of Directors
Arlene Meier
Secretary
Menomonee Falls, Wisconsin
April 13, 2000
<PAGE>
KOHL'S
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF SHAREHOLDERS
May 23, 2000
----------------
The Board of Directors of Kohl's Corporation (the "Company") solicits the
enclosed proxy for the Annual Meeting of Shareholders to be held on May 23,
2000, or any adjournment(s) thereof, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. Only holders of record of the 164,500,996 shares of Common Stock
outstanding at the close of business on April 7, 2000, will be entitled to
notice of and to vote at the meeting. Each such shareholder is entitled to one
(1) vote for each share of Common Stock so held and may vote such shares
either in person or by proxy.
The shares represented by each valid proxy received in time will be voted
at the annual meeting in accordance with the directions and specifications
contained therein. A proxy may be revoked at any time before it is exercised
by filing with the Secretary of the Company a proxy dated at a later time or a
written revocation dated after the date of the proxy. A proxy will be revoked
if the shareholder who executed it is present at the meeting and elects to
vote in person.
References herein to a "fiscal year" are to the calendar year in which the
fiscal year begins. For example, the fiscal year ended January 29, 2000 is
referred to herein as "fiscal 1999".
This proxy statement, the accompanying proxy and the Company's Annual
Report for fiscal 1999 are being furnished to shareholders beginning on or
about April 13, 2000.
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
Proxies solicited by the Board of Directors will, unless otherwise
directed, be voted for the election of four nominees to serve as Class II
directors for a three-year term expiring in 2003, and until their successors
are elected. The four Class II nominees are Jay H. Baker, Kevin B. Mansell,
Herbert Simon and Peter M. Sommerhauser.
The Company's Articles of Incorporation provide that the Company's Board of
Directors shall consist of not less than five nor more than fifteen persons.
Directors are divided into three classes (Class I, Class II and Class III),
and each class is elected for a term of three years. The Board of Directors
currently consists of twelve members: four of whom are Class II directors
whose terms expire at this Annual Meeting; four of whom are Class I directors
whose terms expire at the 2002 Annual Meeting; and four of whom are Class III
directors whose terms expire at the 2001 Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE ELECTION OF THE NOMINEES TO SERVE AS DIRECTORS.
Following is information regarding the nominees and directors, as furnished
by them. Unless otherwise indicated, the nominees and directors have had the
indicated principal occupation for at least the past five years.
1
<PAGE>
<TABLE>
<CAPTION>
First
Year As
Director
--------
<S> <C>
Nominees for Election of Class II Directors
(Terms to expire in 2003)
Jay H. Baker, 65.................................................... 1988
Formerly President of the Company. Mr. Baker retired from the
Company, effective February , 2000. Mr. Baker is a director of
Briggs & Stratton Corporation.
Kevin Mansell, 47................................................... 1999
President of the Company.
Herbert Simon, 65 (2)............................................... 1988
Co-Chairman of the Board of Directors of Simon Property Group, Inc.,
a publicly held real estate investment trust engaged in the
development and management of shopping centers and Co-Chairman of
Melvin Simon & Associates, Inc., a real estate developer and
manager.
Peter M. Sommerhauser, 57........................................... 1988
Shareholder of the law firm of Godfrey & Kahn, S.C., Milwaukee,
Wisconsin.
Class I Directors
(Terms to expire in 2002)
James D. Ericson, 64 (1)............................................ 1997
Chairman and Chief Executive Officer of The Northwestern Mutual Life
Insurance Company. Mr. Ericson is a Trustee of The Northwestern
Mutual Life Insurance Company and ex-officio member of all standing
committees of the Board of Trustees (except Audit Committee). Mr.
Ericson is a director of MGIC Investment Corporation, Green Bay
Packaging and Consolidated Papers, Inc.
William S. Kellogg, 56.............................................. 1988
Chairman of the Company.
Arlene Meier, 48.................................................... 2000
Executive Vice President of Finance, Chief Financial Officer and
Secretary of the Company.
R. Elton White, 57 (2).............................................. 1994
Formerly President (1991-1994) and an Executive Vice President
(1987-1991) of NCR Corporation. Mr. White is a director of Keithley
Instruments, Inc.
Class III Directors
(Terms to expire in 2001)
Wayne Embry, 63 (1)................................................. 2000
Team Division President and Chief Operating Officer of the Cleveland
Cavaliers. Mr. Embry is a director of The Ohio Casualty Corporation
and M.A. Hanna Company.
John F. Herma, 52................................................... 1988
Formerly Chief Operating Officer and Secretary of the Company. Mr.
Herma retired from the Company effective June, 1999.
R. Lawrence Montgomery, 51.......................................... 1994
Vice Chairman and Chief Executive Officer of the Company.
Frank V. Sica, 49 (1) (2)........................................... 1988
Managing Director of Soros Fund Management LLC and Managing Partner
for Soros Private Equity Partners and a director of CSG Systems
International, Inc., Emmis Broadcasting, Global TeleSystems Group,
Inc. and Outboard Marine Corporation. Formerly Managing Director in
the Merchant Banking Division of Morgan Stanley & Co. Incorporated
from 1988 to 1998.
</TABLE>
- --------
(1) Member of the Compensation and Stock Option Committee.
(2) Member of the Audit Committee.
2
<PAGE>
The Board of Directors has no reason to believe that a nominee is not
available or will not serve if elected. If for any reason a nominee becomes
unavailable for election, the Board of Directors may reduce the number of
directors or may designate a substitute nominee, in which event the shares
represented by the proxies returned to the Company will be voted for such
substitute nominee, unless an instruction to the contrary is indicated on the
proxy.
The Company's Board of Directors held four formal meetings during fiscal
1999. In addition, management confers frequently with its directors on an
informal basis to discuss Company affairs. During fiscal 1999 each director
attended all of the full board meetings and meetings of committees on which
such director served, except Mr. Simon who attended three formal meetings.
Director Committees and Compensation
The Company's Board of Directors has two standing committees: a
Compensation and Stock Option Committee and an Audit Committee.
The duties of the Compensation and Stock Option Committee are to provide a
general review of the Company's compensation and benefit plans to ensure that
they meet corporate objectives. The Compensation and Stock Option Committee
has the authority to administer the Company's stock option plans and to grant
options thereunder. In addition, the Compensation and Stock Option Committee
reviews the Chairman's, Vice Chairman's and President's recommendations on (i)
compensation of all corporate officers, (ii) granting of awards under the
Company's other compensation and benefit plans and (iii) adopting and changing
major compensation policies and practices, and reports its recommendations to
the whole Board of Directors for approval and to authorize action. During
fiscal 1999, the Compensation and Stock Option Committee formally met two
times and otherwise accomplished its business without formal meetings.
The duties of the Audit Committee are to recommend to the whole Board of
Directors the selection of independent auditors to audit annually the books
and records of the Company, to review the activities and the reports of the
independent auditors and to report the results of such review to the whole
Board of Directors. The Audit Committee met two times during fiscal 1999.
Directors are reimbursed for travel and other expenses related to
attendance at Board and committee meetings. Stock Options are granted to
directors who are not officers or employees of the Company or any of its
subsidiaries from time to time. No stock options were granted to such
directors in fiscal 1999. Directors are not otherwise compensated for their
services.
Compensation Committee Interlocks and Insider Participation
As noted above, Messrs. Embry, Sica and Ericson are currently members of
the Compensation and Stock Option Committee of the Board of Directors.
3
<PAGE>
BENEFICIAL OWNERSHIP OF SHARES
The following information is furnished as of March 31, 2000 (unless
otherwise noted) to indicate beneficial ownership of shares of the Company's
Common Stock by each director, each executive officer listed in the Summary
Compensation Table, each person who is known to the Company to own
beneficially more than 5% of the Company's Common Stock, and all executive
officers and directors of the Company, as a group. Unless otherwise indicated,
beneficial ownership is direct and the person indicated has sole voting and
investment power. The number of shares indicated are adjusted to reflect the
two-for-one stock split effected in the form of a dividend to be paid on April
24, 2000, to shareholders of record on April 7, 2000 (the "April 2000 Stock
Split"). Indicated options are all exercisable within 60 days of March 31,
2000.
<TABLE>
<CAPTION>
Amount Percent
Beneficially of
Name of Beneficial Owner Owned Class
------------------------ ------------ -------
<S> <C> <C>
William S. Kellogg............................. 22,559,690(1) 6.9%
R. Lawrence Montgomery......................... 1,909,620(2) *
Kevin Mansell.................................. 1,306,820(3) *
Richard B. Leto................................ 213,300(4) *
Arlene Meier................................... 977,700(5) *
Jay H. Baker................................... 9,160,572(6) 2.8%
Wayne Embry.................................... 3,000(7) *
James D. Ericson............................... 18,000(8) *
John F. Herma.................................. 12,364,346(9) 3.8%
Frank V. Sica.................................. 20,000(8) *
Herbert Simon.................................. 12,000(8) *
Peter M. Sommerhauser.......................... 33,430,646(10) 10.3%
R. Elton White................................. 32,000(8) *
All Directors and Executive Officers as a group
(19 Persons).................................. 49,391,562(11) 14.9%
AXA Financial, Inc............................. 49,111,950(12) 14.9%
1290 Avenue of the Americas
New York, New York 10104
Putnam Investments, Inc........................ 22,253,222(13) 6.7%
One Post Office Square
Boston, Massachusetts 02109
The Prudential Insurance Company of America.... 17,996,838(14) 5.4%
751 Broad Street
Newark, New Jersey 07102
</TABLE>
- --------
*Less than 1%.
(1) Includes 18,674,490 shares held in trust for the benefit of Mr. Kellogg's
family but as to which Mr. Sommerhauser has sole voting and investment
power and 276,920 shares held by a charitable foundation for which Mr.
Kellogg serves as a director and president. Includes 2,117,800 shares
held in trust for the benefit of Mr. Baker's family and as to which Mr.
Kellogg and Mr. Sommerhauser have shared voting and investment power, but
no pecuniary interest.
(2) Includes 251,896 shares held in trust for the benefit of Mr. Montgomery's
family but as to which Mr. Sommerhauser has sole voting and investment
power. Also includes 1,402,606 shares represented by stock options.
(3) Includes 276,000 shares held in trust for the benefit of Mr. Mansell's
family but as to which Mr. Sommerhauser has sole voting and investment
power. Also includes 747,756 shares represented by stock options.
(4) Includes 213,300 shares represented by stock options.
(5) Includes 963,700 shares represented by stock options.
4
<PAGE>
(6) Includes 2,117,800 shares held in trust for the benefit of Mr. Baker's
family but as to which Mr. Kellogg and Mr. Sommerhauser have shared
voting and investment power and 226,420 shares held by a charitable
foundation for which Mr. Baker serves as a director and president.
Includes 60 shares held by Mr. Baker's spouse.
(7) Includes 3,000 shares represented by stock options.
(8) Includes 12,000 shares represented by stock options.
(9) Includes 10,703,406 shares held in trust for the benefit of Mr. Herma's
family but as to which Mr. Sommerhauser has sole voting and investment
power and 104,500 shares held by a charitable foundation for which Mr.
Herma serves as a director and president.
(10) Includes 32,743,432 shares held in trust for the benefit of the families
of current and former executive officers of the Company or in charitable
foundations established by executive officers of the Company for which
Mr. Sommerhauser has sole or shared voting and investment power but no
pecuniary interest. Includes 162,084 shares held in trusts for the
benefit of Mr. Sommerhauser's family as to which Mr. Sommerhauser has no
voting or investment power. Includes 11,000 shares held by a charitable
foundation for which Mr. Sommerhauser acts as president and a director,
and 12,000 shares represented by stock options.
(11) Includes 5,331,470 shares represented by stock options.
(12) Based upon information as of December 31, 1999 set forth an Amendment No.
4 to Schedule 13G. According to their joint filing, AXA Financial, Inc.
(formerly know as The Equitable Companies Incorporated), AXA Assurances
I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Conseil Vie Assurance
Mutuelle, and AXA Courtage Assurance Mutuelle and their subsidiaries each
has sole voting power with respect to 28,994,482 shares, shared voting
power with respect to 6,333,356 shares, sole dispositive power with
respect to 49,031,594 shares and shared dispositive power with respect to
66,156 shares.
(13) Based on information as of December 31, 1999 as set forth in Schedule
13G. According to its filing, Putnam Investments, Inc. ("Putnam") has
shared voting power with respect to 508,000 shares, shared dispositive
power with respect to 22,253,222 shares and sole voting or dispositive
power with respect to no shares. Putnam is a wholly-owned subsidiary of
Marsh & McLennan Companies, Inc., 1166 Avenue of the Americas, New York,
New York 10036.
(14) Based upon information as of December 31, 1999 set forth in Amendment No.
7 to Schedule 13G. According to its filing, The Prudential Insurance
Company of America ("Prudential") has sole voting and dispositive power
with respect to 1,145,800 shares, shared voting power with respect to
15,782,820 shares and shared dispositive power with respect to 16,851,038
shares. Jennison Associates LLC, 466 Lexington Avenue, New York, New
York, 10017 a subsidiary of Prudential, has filed its own Schedule 13G
indicating beneficial ownership of 17,119,400 shares.
Compliance with Section 16(a) of the Exchange Act
Based solely upon its review of Form 3, 4 and 5 and amendments thereto
furnished to the Company pursuant to Section 16 of the Securities Exchange Act
of 1934, as amended, all of such forms were filed on a timely basis by
reporting persons.
5
<PAGE>
EXECUTIVE COMPENSATION
The table below summarizes information concerning compensation for the last
three fiscal years of those persons who were at January 29, 2000 (i) the chief
executive officer, (ii) the other four most highly compensated executive
officers of the Company and (iii) Jay H. Baker, who retired effective
February, 2000. The number of shares underlying stock options indicated in
this table and those that follow are adjusted to reflect the April 2000 Stock
Split.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards(1)
-------------------------------- ------------
Other Shares
Annual Underlying All Other
Name and Principal Fiscal Compen- Stock Compen-
Position Year Salary Bonus sation(2) Options(#) sation(3)
- ------------------ ------ ---------- -------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
William S. Kellogg...... 1999 $1,195,850 $399,564 $ 0 0 $6,216
Chairman of the Board 1998 $1,112,769 $369,963 $ 0 100,000 $7,949
1997 $1,024,831 $353,468 $ 0 200,000 $7,824
R. Lawrence Montgomery.. 1999 $ 750,000(4) $247,500 $27,507 600,000 $7,658
Vice Chairman and Chief 1998 $ 522,504 $176,550 $40,651 200,000 $7,984
Executive
Officer 1997 $ 460,024 $151,808 $48,293 240,000 $7,528
Kevin Mansell........... 1999 $ 560,000(4) $184,800 $29,731 290,000 $7,430
President 1998 $ 412,500 $135,300 $42,872 160,000 $6,986
1997 $ 335,000 $115,500 $48,597 140,000 $6,578
Richard B. Leto......... 1999 $ 460,000 $151,800 $ 0 80,000 $7,430
Executive Vice 1998 $ 404,166 $135,300 $ 0 90,000 $7,366
President/GMM
Apparel & Accessories 1997 $ 372,500 $123,750 $ 0 120,000 $6,109
Arlene Meier............ 1999 $ 384,167 $132,000 $ 0 130,000 $7,114
Executive Vice 1998 $ 313,333 $105,600 $ 0 100,000 $7,038
President of Finance,
Chief Financial Officer 1997 $ 275,000 $ 92,400 $ 0 140,000 $6,401
and Secretary
Jay H. Baker............ 1999 $ 797,724 $269,479 $ 0 0 $6,657
Formerly President 1998 $ 947,913 $315,170 $ 0 0 $7,939
1997 $ 873,050 $301,118 $ 0 100,000 $7,808
</TABLE>
- --------
(1) None of the named executive officers held restricted stock at the end of
fiscal 1999.
(2) Fiscal 1999 amounts consist of interest expense and related tax
reimbursement payments for Mr. Montgomery and Mr. Mansell made under a
certain agreement described below. See "Executive Compensation--Other
Agreements," below. Perquisites and other personal benefits (valued on the
basis of incremental cost to the Company) did not exceed the lessser of
$50,000 or 10% of the annual salary and bonus for any of the named
executive officers.
(3) Includes matching contributions by the Company for fiscal 1999 under the
Company's savings plan in the following amounts: Mr. Kellogg ($1,666), Mr.
Montgomery ($3,109), Mr. Mansell ($2,881), Mr. Leto ($3,046), Ms. Meier
($3,109) and Mr. Baker ($2,107). Also includes a contribution of $2,080 by
the Company for fiscal 1999 to the Kohl's retirement plan account under
the Company's savings plan for each executive listed. Also includes the
following amounts paid by the Company during fiscal 1999 for term life,
long term disability and accidental death and dismemberment insurance
under the Company's life insurance plan: Mr. Kellogg ($2,470), Mr.
Montgomery ($2,470), Mr. Mansell ($2,470), Mr. Leto ($2,304), Ms. Meier
($1,926) and Mr. Baker ($2,470).
(4) In recognition of Mr. Montgomery's promotion to Chief Executive Officer
effective on February 1, 1999, Mr. Montgomery's salary was increased from
$535,000 to $750,000. In recognition of Mr. Mansell's promotion to
President, effective February 1, 1999, Mr. Mansell's salary was increased
from $460,000 to $560,000.
6
<PAGE>
Option Grants In Last Fiscal Year
The Company adopted a 1992 Long-Term Compensation Plan (the "1992 Plan"), a
1994 Long-Term Compensation Plan (the "1994 Plan") and a 1997 Stock Option
Plan for Outside Directors (the "1997 Plan"). Awards under the 1992 Plan and
the 1994 Plan may be in the form of stock options; stock appreciation rights;
Common Stock, including restricted stock; Common Stock units; performance
units; and performance shares. Awards under the 1997 Plan may be in the form
of stock options only. During fiscal 1999, only stock options were granted
under the 1992 Plan and 1994 Plan.
The table below provides information regarding option grants during fiscal
1999 adjusted to reflect the April 2000 Stock Split to the persons named in
the Summary Compensation Table.
<TABLE>
<CAPTION>
Potential Realizable Value at
Number of % of Total Assumed Annual Rate of
Shares Options Stock Price Appreciation for
Underlying Granted to Option Term(s)(2)
Options Employees in Exercise Price Expiration ------------------------------
Name Granted(1) Fiscal Year ($/Share) Date 5% 10%
- ---- ---------- ------------ -------------- ---------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
William S. Kellogg...... 0 -- -- -- -- --
R. Lawrence Montgomery.. 200,000(3) 4.5% $ 35.50 01/27/15 $ 7,660,390 $ 22,558,462
400,000(4) 9.0% $33.375 02/01/14 $ 14,403,691 $ 42,416,623
Kevin Mansell........... 150,000(3) 3.4% $ 35.50 01/27/15 $ 5,745,293 $ 16,918,847
140,000(4) 3.2% $33.375 02/01/14 $ 5,041,292 $ 14,845,692
Richard B. Leto......... 80,000(3) 1.8% $ 35.50 01/27/15 $ 3,064,156 $ 9,023,385
Arlene Meier............ 100,000(3) 2.3% $ 35.50 01/27/15 $ 3,830,195 $ 11,279,231
30,000(3) .7% $33.219 04/30/14 $ 1,075,221 $ 3,166,331
Jay H. Baker............ 0 -- -- -- -- --
</TABLE>
- --------
(1) The Compensation and Stock Option Committee retain discretion to, among
other things, accelerate the exercise of an option, modify the terms of
outstanding options (including decreasing the exercise price), and permit
the exercise price and tax withholding obligations related to exercise to
be paid by delivery of already owned shares or by offset of the underlying
shares.
(2) These amounts do not represent the present value of the options. Amounts
shown represent what would be received upon exercise (fifteen years after
the date of grant) assuming certain rates of stock price appreciation
during the entire period. Actual gains, if any, on stock option exercises
are dependent on future performance of the Common Stock and overall stock
conditions. In addition, actual gains are dependent upon whether, and the
extent to which, the options actually vest.
(3) Represents options granted in the fiscal year awarded with an exercise
price equal to the fair market value of the Common Stock on the date of
grant and exercisable in four equal annual installments commencing one
year from date of grant, with full vesting on the fourth anniversary of
the date of grant.
(4) Represents options granted in the fiscal year related to recognition for
Mr. Montgomery's increased responsibilities and promotion to Chief
Executive Officer and for Mr. Mansell's increased responsibilities and
promotion to President, awarded with an exercise price equal to the fair
market value of the Common Stock on the date of grant and exercisable in
seven equal annual installments commencing one year from date of grant,
with full vesting occurring on the seventh anniversary of the date of
grant.
7
<PAGE>
Aggregate Option Exercises and Fiscal Year End Option Values
The table below provides information regarding exercises of stock options
during fiscal 1999 (adjusted for the April 2000 Stock Split) and the value of
stock options held at January 29, 2000 by the persons named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
Number of Shares
Underlying Value of Unexercised In-
Unexercised Options the-Money Options
Shares at Fiscal Year End at Fiscal Year End
Acquired On Value ------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William S. Kellogg...... 1,118,600 $37,054,819 906,400 275,000 $23,588,594 $ 4,654,681
R. Lawrence Montgomery.. 41,000 $ 1,465,750 1,235,656 1,775,000 $33,379,051 $28,966,976
Kevin Mansell........... 32,000 $ 1,144,000 732,156 545,000 $19,480,561 $ 3,826,715
Richard B. Leto......... 6,000 $ 177,375 224,500 843,500 $ 4,827,828 $18,121,172
Arlene Meier............ 39,000 $ 1,307,105 977,200 655,000 $26,536,535 $12,549,684
Jay H. Baker............ 600,000 $19,803,100 400,000 100,000 $10,595,694 $ 2,180,856
</TABLE>
Employment Agreements
The Company has Employment Agreements with Messrs. Kellogg, Montgomery and
Mansell. As of the end of fiscal 1999, Mr. Kellogg's Employment Agreement
provided for an annual base salary of $1,210,800, Mr. Montgomery's Employment
Agreement provided for an annual base salary of $750,000 and Mr. Mansell's
Employment Agreement provided for an annual base salary of $560,000, in each
case subject to increase by the Company's Board of Directors. Each of Messrs.
Kellogg, Montgomery and Mansell is also entitled to participate in such bonus
plans as the Company may establish from time to time. Each of the Employment
Agreements has a three-year term, and the term is extended on a daily basis
until either party to such contract gives notice that the term shall no longer
be so extended. Under the Employment Agreements, each executive, his spouse
and dependents are entitled to post-retirement health insurance benefits and a
supplemental executive medical plan with coverage similar to that received by
the executive at the time of his retirement. Under each of the Employment
Agreements, the employment of the executive in question may be terminated upon
death, as a result of disability, by the Company for "Cause" (as defined in
the Employment Agreements), by the executive for "Good Reason" (as defined in
the Employment Agreements but which does not include a change-of-control of
Kohl's), or by the executive upon voluntary termination of employment. If the
employment of any of the executives is terminated upon his death, such
executive's estate will receive the executive's then annual base salary for a
period of six months. If the employment of any of the executives is terminated
as a result of disability, such executive will continue to receive his then
base salary (less benefits paid under such disability insurance as the Company
may provide from time to time) for a period of six months. Except for the
health insurance benefits noted above, the Employment Agreements do not
provide for any post-termination payment other than amounts earned through the
date of termination if an executive's employment is terminated by the Company
for Cause or as a result of the voluntary resignation of the executive. If the
employment of an executive is terminated by the executive for Good Reason or
by the Company in violation of the Employment Agreement, the executive will be
entitled to a lump-sum payment within ten days of the date of termination or
resignation equal generally to the sum of the following: (i) all accrued or
deferred amounts not previously paid to the executive; (ii) a pro rata portion
of the anticipated bonus and option awards for the current year (determined on
the basis of awards made over the prior three years) and (iii) the salary,
bonus and incentive compensation payable to the executive for the then
remaining term of the Employment Agreement (determined on the basis of the
executive's then current salary and average bonus and option awards for the
prior three years). If any amount payable under the Employment Agreements upon
the termination of an executive's employment would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), or any interest or penalties would be incurred by the executive
with respect to such excise tax, then such executive would be entitled to
receive an additional amount so that after payment by the executive of all
such excise taxes, interest and penalties, such executive would retain an
amount equal to such excise taxes, interest and penalties. Under the
Employment Agreements, each executive agrees not to compete with the Company
for a period of two years following the termination of his employment.
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Other Agreements
During fiscal 1992, certain of the Company's executive officers entered
into agreements with the Company pursuant to which the Company agreed (in
consideration for each executive's agreement not to make a certain election
under Section 83(b) of the Code) to lend the executive sufficient funds to
enable the executive to pay tax on income recognized by the executive
attributable to the lapse or termination of transfer restrictions on shares of
Common Stock owned by the executive, plus an amount equal to 62% of the
proceeds received by the executive from the sale of Common Stock in the
Company's initial public offering. Each executive also agreed to apply all
proceeds received from the sale of Common Stock in the Company's initial
public offering toward payment of the executive's income tax obligations. The
restrictions lapsed on the date of consummation of the initial public
offering. Because each such executive did not make an election under Section
83(b) of the Code at the time of the acquisition of his shares, the Company
received a federal and state income tax deduction in an amount equal to the
difference between the fair market value of the executive's Common Stock on
the date of the initial public offering and the original purchase price.
The executive officers who entered into these agreements, and the largest
amount of indebtedness outstanding during fiscal 1999 in accordance with each,
were: Caryn Blanc ($140,942), Kevin Mansell ($358,505), and R. Lawrence
Montgomery ($328,460). As of April 1, 2000, their respective loan balances
were: Ms. Blanc ($99,642), Mr. Mansell ($314,129), and Mr. Montgomery
($263,638).
The loans currently bear interest at 4.33% per annum and are payable on
December 9, 2001 provided, however, that (1) if the executive's employment
terminates for any reason other than disability or death, the loans are
immediately payable, (2) if the executive's employment terminates for
disability or death, the loans are payable the earlier of one year after such
termination of employment or December 9, 2001, and (3) in the event the
executive or trusts established for the executive's family sells any Common
Stock, an agreed upon principal amount of the loan is payable for each share
of Common Stock so sold. The Company will pay each such executive additional
compensation equal to any interest payment on his loan, grossed-up for any tax
payable by the executive by reason of such additional compensation (but taking
into account the tax benefit for interest on the loan which is deductible by
the executive). Each loan is secured by a pledge of Common Stock owned by the
executive having a fair market value of 125% of the unpaid principal amount of
the loan, calculated as of the end of the preceding calendar quarter.
Other Transactions
The Company occupies 14 stores that it leases from entities owned or
managed by Mr. Simon, his brother and their immediate families. During fiscal
1999, the Company incurred rent expense of $4,353,000 in connection with such
leases. The Company believes that the terms and conditions of such leases are
at least as favorable to the Company as could be obtained from unaffiliated
parties.
Mr. Sommerhauser is a shareholder of the law firm of Godfrey & Kahn, S.C.,
which performs legal services for the Company.
During fiscal 1999 Mr. Herma retired as Chief Operating Officer of the
Company. During the year the Company paid Mr. Herma his compensation in the
ordinary course of business.
9
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COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee of the Board of Directors of
Kohl's Corporation (the "Committee") is pleased to present its report on
executive compensation. This Committee report documents the components of the
Company's executive officer compensation programs and describes the basis on
which compensation determinations for fiscal 1999 were made by the Committee
with respect to the executive officers of the Company.
Compensation Philosophy
It is the philosophy of the Company that executive compensation be directly
linked to corporate performance and increases in shareholder value. The
following objectives have been adopted by the Committee as guidelines for
compensation decisions:
. Provide a competitive total compensation package that enables the Company
to attract and retain key personnel.
. Provide variable compensation opportunities, primarily on an annual
basis, that are directly linked to corporate performance goals.
. Provide long-term compensation opportunities, primarily through stock
options, that align executive compensation with value received by
shareholders.
Compensation Program Components
The particular elements of the Company's compensation program for executive
officers are explained below.
Base Salary. The Committee establishes, in its discretion, increases in
salaries for the Chairman, Vice Chairman and President. The Chairman, Vice
Chairman and President generally determine, in their discretion, based
primarily on individual performance evaluations, increases in salaries for the
other executive officers, but the Committee reviews their decisions. Salary
increases for executive officers generally range from 4%-9%, but in some cases
may increase more than 9% to reflect increased responsibilities or to raise an
executive officer's salary to a level commensurate with the person's position
within the Company. The Committee and Messrs. Kellogg, Montgomery and Mansell
rely on certain information described below under "Summary" and on the
judgment of the Company's Human Resources Department that salary levels of
executive officers are generally competitive.
During fiscal 1999, Mr. Kellogg's base salary increased 8% from $1,121,100
to $1,210,800 effective April 1, 1999. This is consistent with the Committee's
past practice generally to award 8% annual increases to Mr. Kellogg, assuming
acceptable corporate performance as determined in the sole discretion of the
Committee, without limitation as to the criteria that the Committee could
consider. Mr. Montgomery's salary increased from $535,000 to $750,000 and Mr.
Mansell's salary increased from $460,000 to $560,000, each in recognition of
his increased responsibilities. The fiscal 1999 increases for Messrs. Kellogg,
Montgomery and Mansell were based on the Committee's assessment of overall
corporate performance and were not based on specific criteria. Under the terms
of the employment agreements for Messrs. Kellogg, Montgomery and Mansell,
their base salaries cannot be reduced without their consent. During fiscal
1999, salaries for all executive officers increased 14.9% on average including
merit and recognition for increased responsibilities.
Annual Incentive Compensation. The Company maintains an executive bonus
plan for the benefit of its Management Board members, buyers, store managers
and other key executives such as sales support managers and merchandise
planners. The Management Board is comprised of the Company's executive
officers, senior vice presidents, vice presidents, directors, district
managers and divisional merchandise managers. Under the plan, the Company's
Board of Directors fixes income (before extraordinary items and non-recurring
charges) goals for the Company for each fiscal year. Participants receive a
cash bonus equal to a predetermined percentage of their base pay depending
upon the income level achieved (up to 22.5% of base pay (28% in the case of
the Company's
10
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Senior Vice Presidents and 33% in the case of the Company's executive
officers)). The income levels are set sufficiently high in order to link
corporate performance with bonus levels, and the plan is intended to tie
compensation levels to increases in shareholder value which should occur if
the income levels are achieved. At the end of the last fiscal year,
approximately 659 associates participated in the plan.
For fiscal 1999, Messrs. Kellogg, Montgomery and Mansell each received
bonuses under the plan aggregating approximately 33% of annual salary at year-
end, the same percentage received by all other executive officers
participating in the plan. The maximum bonus under the plan was earned because
the Company achieved income before extraordinary items and non-recurring
charges in excess of the highest performance goal ($244 million) set by the
Board.
Long-Term Compensation. The Company's 1992 and 1994 Long-Term Compensation
Plans are intended to motivate key associates to put forth maximum efforts
toward the continued growth, profitability and success of the Company by
providing incentives through the ownership and performance of the Company's
Common Stock. The plans are designed to provide benefits to key associates
only to the extent that shareholders enjoy increases in value. The Company
views stock options as an effective way to motivate key associates and align
their interests with those of shareholders. While the plans permit the grant
of, among other things, stock options, stock appreciation rights and
restricted stock, only stock options were granted during fiscal 1999.
Stock options are granted under the plan at the prevailing market price and
will only have value if the Company's stock price increases after the grant.
Stock options granted for performance vest over a period of four years except
that stock options granted to executive officers to recognize increased
responsibilities vest over a period of seven years. Stock options granted for
recruitment of employees vest over a period of five years. Participants must
be employed by the Company at the time of vesting in order to exercise the
options except that participants are required to exercise vested stock options
within a specified time period in the event of termination of employment,
disability or death.
The Committee determines, in its discretion, the number of options to be
granted to executive officers based on individual performance contributions,
the dilutive effect on the Company's other shareholders and potential
realizable value for the participants. Outstanding historical performance and
anticipated future contributions by an individual are recognized in part
through larger option grants. The Committee regularly requests and receives
recommendations from the Chairman, Vice Chairman and President regarding
option grants for the other executive officers.
In fiscal 1999, options for 1,580,000 shares of Common Stock were granted
by the Committee to the Company's executive officers, including grants of
600,000 and 290,000 shares to Messrs. Montgomery and Mansell, respectively,
adjusted for the April 2000 stock split.
Tax Law Limitation on Deductibility of Compensation
The Committee is aware of the limitations imposed by Section 162(m) of the
Internal Revenue Code of 1986, as amended, on the deductibility of non-
performance based compensation paid to certain executive officers of the
Company to the extent it exceeds $1 million per executive. The Committee
currently intends to recommend compensation amounts and plans which meet the
requirements for deductibility, and the Committee expects that Section 162(m)
will not limit the deductibility of any compensation expense in fiscal 1999.
Mr. Kellogg deferred a portion of his compensation.
Summary
The Committee has the responsibility for ensuring that the Company's
compensation program continues to be in the best interest of its shareholders.
The Committee regularly reviews the Company's compensation programs to
determine that pay levels and incentive opportunities for executive officers
reflect the performance of the Company and of the individual.
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In order to ascertain that compensation levels of executive officers are
generally reasonable and competitive, the Committee reviews compensation
surveys and certain publicly available compensation information disclosed by
comparable companies and other retailers in their proxy statements. The fiscal
1999 salary and bonus of the named executive officers of the Company were
comparable or below the 1998 mean salary and bonus of their comparable
position in the retail compensation surveys reviewed by the Committee.
Finally, the Company's compensation programs providing stock based
compensation to executive officers are periodically submitted to shareholders
for review and approval.
After a review of all existing programs, the Committee believes that the
total compensation program for executive officers is consistent with the
Committee's compensation philosophy. Base salaries are set at levels that the
Committee considers to be reasonable. The executive bonus plan provides
variable compensation opportunities to key associates that are directly linked
to annual operating results of the Company. The 1992 and 1994 Long-Term
Compensation Plans provide opportunities to participants that are consistent
with increases in value realized by shareholders. The Committee considers the
overall executive compensation package an important reason for the Company's
success to date.
COMPENSATION AND
STOCK OPTION COMMITTEE
James D. Ericson
R. Elton White
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STOCK PRICE PERFORMANCE GRAPH
The following graph shows changes from January 28, 1995 through January 29,
2000 (the last day in fiscal 1999) in the value of $100 invested in (1) the
Company, (2) the Standard & Poor's 500 Index and (3) the Retail (Department
Stores)-500 Index, as calculated by Standard & Poor's Compustat Services, Inc.
The values of each investment are based on share price appreciation plus, in
the case of the indices, dividends paid in cash, with the dividends
reinvested. The calculations exclude trading commissions and taxes.
[GRAPH APPEARS HERE]
COMPARISON OF SIX YEAR CUMULATIVE TOTAL RETURN
AMONG KOHL'S CORPORATION, S&P 500 INDEX AND RETAIL-500 INDEX
Measurement Period KOHL'S S&P
(Fiscal Year Covered) CORPORATION 500 INDEX RETAIL-500
- ------------------- ----------- --------- ----------
FYE 01/29/95 $100.00 $100.00 $100.00
FYE 01/29/96 $138.63 $117.68 $130.77
FYE 01/29/97 $177.21 $127.68 $174.80
FYE 01/29/98 $316.24 $167.07 $221.42
FYE 01/29/99 $617.67 $164.93 $292.90
FYE 01/29/00 $627.36 $133.63 $317.67
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PROPOSAL NUMBER TWO
RATIFICATION OF AUDITORS
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
LLP as independent auditors of the Company and its subsidiaries for fiscal
2000. Ernst & Young LLP has been the Company's independent auditors since the
Company's incorporation in 1988. The Company has been advised by Ernst & Young
LLP that they are independent auditors with respect to the Company 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 LLP is expected to be at the annual
meeting and will have the opportunity to make a statement if such
representative so desires and will be available to respond to appropriate
questions during the meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS.
PROPOSAL NUMBER THREE
SHAREHOLDER PROPOSAL
The Sisters of St. Francis of Assisi/Cardinal Stritch University, owner of
2,850 shares of Common Stock, has indicated it intends to submit the following
proposal at the meeting on behalf of itself and the following co-sponsors:
Adrian Dominican Sisters, Catholic Healthcare West, Generalate--School of
Sisters of St. Francis, Inc., Jessie Smith Noyes Foundation, Aaron Epstein,
Mercy Health Services, Sisters of Mercy of the Americas and Domestic and
Foreign Missionary Society of the Episcopal Church.
Whereas: Consumers are concerned about the conditions under which the goods
they purchase and the clothing they wear are produced. A Marymount University
survey conducted in 1996 indicates 79% of respondents stated they would avoid
shopping in stores if they were aware that stores sold goods made under
sweatshop conditions. Eighty-three percent expressed willingness to pay a
dollar more for a $20 garment not made in sweatshops.
As more U.S. companies contract with independent producers outside the U.S.
for goods and services, concern is growing about working conditions in many
nations that fall far below basic standards of fair and humane treatment.
Kohl's purchases goods produced in countries like China, where human rights
abuses and unfair labor practices occur on a regular basis. (U.S. Department
of State, "China Country Report on Human Rights Practices for 1998", February
26, 1999).
Kohl's needs to make sure it does not do business with foreign suppliers
which manufacture items using forced labor, convict labor, or illegal child
labor, or which fail to satisfy all applicable standards and laws protecting
their employees' wages, benefits, working conditions, freedom of association
and other rights.
We acknowledge that Kohl's has adopted its Terms of Engagement for Kohl's
Business Partners. We believe that the statement should contain the company's
plan of implementation, its policy addressing factories found not to be in
compliance and a commitment to report to shareholders and the public. It is
the company's responsibility to assure consumers, investors and the public
that its International Operating Principles are applied by its business
partners. Kohl's should demonstrate enforcement of its code by developing
independent monitoring programs with local non-government groups to ensure
compliance with its standards that products are not made under abusive labor
conditions.
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In an effort to improve the quality of life of workers who make Kohl's
products, our company should implement ongoing wage adjustments and encourage
its vendors to do the same. Wage adjustments would add little to overall
production costs. In addition, Kohl's needs to establish incentives to
encourage its vendors and suppliers to raise labor standards rather than
terminate contracts.
Resolved: Shareholders request the Board of Directors to prepare a report
at reasonable expense on its International Operating Principles and compliance
mechanisms for its vendors, subcontractors and buying agents in the countries
where it sources. A summary of the results should be reported to shareholders
by October 2000.
Supporting Statement
The Gap Inc. has participated in an independent monitoring process in El
Salvador with respected religious and human rights institutions for over three
years. Other companies, like Liz Claiborne, Mattel and Nike are developing
independent monitoring programs in conjunction with local non-governmental
organizations. Through the utilization of independent monitoring programs,
there can be greater assurance that Kohl's standards are applied, protecting
the company from negative publicity associated with the discovery of sweatshop
practices.
STATEMENT OF THE BOARD OF DIRECTORS AND MANAGEMENT
IN OPPOSITION TO SHAREHOLDER PROPOSAL
The Company recognizes its ethical and business responsibility to assure
that the merchandise it sells is manufactured in accordance with all
applicable laws and that the rights and welfare of workers around the world
are respected.
The Company has always been committed to the highest ethical conduct and
strict compliance with all applicable laws relating to its business dealings,
with its vendors and suppliers ("Vendor Partners"), subcontractors and buying
agents. The Company is deeply concerned about the issues raised in the
Proposal and believes it has adequately addressed such issues by previous
implementation of the policies and procedures described below.
Products sold at the Company's stores are supplied by Vendor Partners who
also supply other retail stores and chains. To a much lesser degree, the
Company is also supplied by overseas Vendor Partners with whom the Company
contracts through the Company's buying agents. The Company does not engage
directly in manufacturing. Substantially all merchandise that the Company
imports is purchased through the Company's primary buying agent.
The Company has previously addressed the concerns raised in the Proposal by
implementation of the following policies and procedures:
. Kohl's formal business policy (the "Policy") emphasizes the Company's
longstanding philosophy that no merchandise purchased by the Company will
be manufactured with the use of illegal labor conditions. The Policy
focuses on labor and workplace conditions of, and legal compliance by all
Vendor Partners, including, but not limited to, foreign vendors and
suppliers. The Policy sets forth a code of conduct for all Vendor
Partners which directly address the concerns raised in the Proposal.
. The Policy is included in the Company's Vendor Partner's Guide mailed to
all existing Vendor Partners in March of each year. New Vendor Partners
receive a copy prior to the purchase of merchandise by the Company. Each
Vendor Partner is required to agree, in writing, to comply with the
Policy as a precondition to the Company's approval of a prospective
Vendor Partner and prior to the Company entering into purchase orders
with such Vendor Partner. The Company also requires its buying agents to
comply with the Policy and use best efforts to ensure full compliance by
Vendor Partners with the Policy. The policy has also been posted in
English and the language of the local workers in the factories that
manufacture merchandise for overseas Vendor Partners which will be
imported by the Company.
15
<PAGE>
. The Company's philosophy appears in the Company's Purchase Order Terms
and Conditions which is applicable to all transactions between the
Company and each of its Vendor Partners. The Company's Purchase Order
expressly requires all Vendor Partners to comply with all wage and hour
and other labor laws and to warrant that neither Vendor Partners, nor any
of their subcontractors shall use convict, slave, forced labor, child or
indentured labor to process, manufacture, label or ship merchandise. The
Company's purchase order further provides that the Company may terminate
any purchase order and withhold payment in the event of Vendor Partner
non-compliance.
. As a precondition to the Company's payment through the Company's primary
buying agent for merchandise already manufactured by Vendor Partners for
which payment from the Company is due, the Company requires a written
certification of compliance with the Policy for Vendor Partners each time
they are entitled to a payment from the Company.
. The Company undertakes an inspection and evaluation of prospective Vendor
Partner's facilities and periodic random inspections before, during and
at the completion of the merchandise production process of those Vendor
Partner's facilities from whom the Company procures merchandise through
its primary buying agent to ensure, to the extent reasonably practicable,
that such Vendor Partners are in compliance with the Policy and the
Company's Purchase Order Terms and Conditions. Inspections are documented
by the Company's buying agent. The Company's employees also personally
inspect selected facilities to verify compliance with the Policy. If a
violation is discovered, the Company is notified and takes firm action.
Follow up inspections are undertaken to verify compliance with the Policy
and the Company's Purchase Order Terms and Conditions.
. In response to the Company's request for a comprehensive evaluation
process, in mid-1999 the Company's primary buying agent initiated a
factory evaluation procedure to verify Vendor Partner compliance with the
Policy twice each year, using current and up-to-date country specific
labor and employment standards. If non-compliance with the Policy is
discovered, the Company will encourage a Vendor Partner to adopt a
corrective action plan whenever possible and may notify a Vendor Partners
employees to contact the Company's buying agent in confidence if a
subsequent violation is discovered. Refusal to comply with the Policy may
result in cancellation of purchase orders, termination of futures
business relationships with the Vendor Partner or notification of
responsible authorities. Follow up evaluations are completed to verify
subsequent adherence to the Policy.
. As with other matters of importance to shareholders, the Company is
always ready and willing to discuss its Policy and the Company's
compliance mechanisms with all interested shareholders.
The Company believes that it has already addressed the concerns raised in
the shareholder's proposal without further expenditure of valuable time and
funds. As the foregoing describes, the Company is committed to assuring that
its Vendor Partners treat their employees properly and in strict compliance
with all applicable laws.
FOR THE ABOVE REASONS, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE AGAINST THE ADOPTION OF THIS PROPOSAL.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
SHAREHOLDERS SPECIFY A DIFFERENT CHOICE.
OTHER MATTERS
Cost of Solicitation
The entire cost of preparing, assembling, printing and mailing the proxy
material, and the cost of soliciting proxies relating to the meeting, will be
borne by the Company. In addition to use of the mail, proxies may be solicited
by officers, directors, and other regular employees of the Company by
telephone, facsimile or personal solicitation, and no additional compensation
will be paid to such individuals. The Company will, if requested, reimburse
banks, brokerage houses, and other custodians, nominees and certain
fiduciaries for their reasonable expenses incurred in mailing proxy material
to their principals.
16
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Shareholder Proposals
Proposals that shareholders intend to present at the 2001 Annual Meeting of
Shareholders must be received at the Company's executive offices in Menomonee
Falls, Wisconsin no later than January 23, 2001, in order to be presented at
the meeting (and must otherwise be in accordance with the requirements of the
Bylaws of the Company), and must be received by December 14, 2000 for
consideration for inclusion in the proxy material for that meeting.
Other Proposed Action
If any other matters properly come before the meeting, including any
adjournment or adjournments thereof, proxies received in response to this
solicitation will be voted upon such matters in the discretion of the person
or persons named in the accompanying proxy.
Voting Procedures
The votes of shareholders present in person or represented by proxy at the
meeting will be tabulated by an inspector of elections appointed by the
Company. The nominees for directors of the Company who receive the greatest
number of votes cast by shareholders present in person or represented by proxy
at the meeting and entitled to vote thereon will be elected directors of the
Company. The other proposals will be approved if the affirmative votes exceed
the votes cast against. If a broker indicates on the proxy that it does not
have discretionary authority as to certain shares to vote on a particular
matter, those shares will not be considered present with respect to that
matter. These so-called "broker non-votes" will have no effect on the outcome
of the voting. Abstentions will also have no effect on the outcome of the
voting.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR FISCAL 1999 AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ARE AVAILABLE TO SHAREHOLDERS
WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY 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
Arlene Meier,
Secretary
Menomonee Falls, Wisconsin
April 13, 2000
17
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<TABLE>
<CAPTION>
Detach Proxy Card Here
. .
- --------------------------------------------------------------------------------
------------
------------
<S> <C> <C> <C>
1. Election of directors of the Company for a FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
term of office expiring in 2003. listed below [ ] for all nominees listed below [ ] [ ]
</TABLE>
Nominees: Jay H. Baker, Kevin Mansell, Herbert Simon and Peter M.
Sommerhauser.
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions__________________________________________________________________
<TABLE>
<S> <C>
2. Ratify appointment of Ernst & Young LLP as independent auditors. 3. Shareholder proposal concerning foreign suppliers.
(Management of the Company opposed this proposal.)
FOR [ ] AGAINST [ ] ABSTAIN [ ] FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In their discretion on such other business as may properly come
before the meeting.
Change of Address and
or Comments Mark Here [ ]
</TABLE>
Please sign your name exactly as it appears hereon. When signing as attorney,
executor, administrator, trustee or guardian please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign name by authorized person.
Dated _________________________, 2000
_____________________________________
(Signature of Stockholder)
_____________________________________
(Signature of Additional Stockholder)
Votes must be indicated
(x) in Black or Blue ink. [X]
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
Please Detach Here
. You Must Detach This Portion of the Proxy Card .
Before Returning it in the Enclosed Envelope
<PAGE>
KOHL'S CORPORATION
P R O X Y
Annual Meeting of Shareholders May 23, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints WILLIAM S. KELLOGG, R. LAWRENCE MONTGOMERY
and KEVIN MANSELL, and each or any of them, as Proxies of the undersigned, with
full power of substitution, and hereby authorizes them to represent and to vote,
as designated on the reverse side, all of the shares of Common Stock of KOHL'S
CORPORATION, held of record by the undersigned on April 7, 2000, at the Annual
Meeting of Shareholders of Kohl's Corporation to be held May 23, 2000, or at any
adjournment thereof.
The Board of Directors recommends a vote FOR Proposal Nos. 1 and 2 and
AGAINST Proposal No. 3. This Proxy, when properly executed, will be voted as
specified on the reverse side. THIS PROXY WILL BE VOTED FOR PROPOSAL NOS. 1 AND
2 AND AGAINST PROPOSAL NO. 3 IF NO SPECIFICATION IS MADE.
(Continued, and to be dated and signed on the reverse side.)
KOHL'S CORPORATION
P.O. BOX 11011
NEW YORK, N.Y, 10203-0011
