KOHLS CORP (KSS)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
KOHLS CORP · Meeting: May 20, 2026
Directors FOR
2
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Bender has served as a director since 2019, meaning his tenure fully covers the 3-year period during which Kohl's stock fell roughly 27% while the company's disclosed peer group gained about 63% — a gap of approximately 89 percentage points, far exceeding the 20-point threshold that triggers an against vote for directors overseeing a company with negative absolute returns. The 5-year check does not rescue this outcome: over five years Kohl's shares are down about 71% while the peer group is up about 33%, a gap of roughly 104 percentage points. As the current CEO who also sits on the board, Mr. Bender is subject to the same TSR accountability standard as all other directors.
Mr. Cosset has served as a director since 2020, giving him full exposure to the 3-year underperformance period during which Kohl's stock fell roughly 27% while peers gained about 63% — a gap of approximately 89 percentage points, far exceeding the 20-point trigger threshold. The 5-year check confirms sustained underperformance with a gap of roughly 104 percentage points, so the 5-year mitigant does not apply.
Mr. Floyd has served since 2017, fully covering the 3-year underperformance period; Kohl's trailed the peer group median by approximately 89 percentage points over that window, and the 5-year gap of roughly 104 percentage points confirms that this is sustained underperformance rather than a temporary dip, so the 5-year mitigant does not apply.
Ms. Mitchell joined in 2021 and has been on the board for more than 24 months, meaning she is not exempt from the TSR trigger; Kohl's trailed the peer group median by approximately 89 percentage points over the 3-year window, and the 5-year data confirms the pattern with a roughly 104-percentage-point gap, so no mitigant applies.
Mr. Prising has served since 2015, fully covering the underperformance period; the 3-year peer gap of approximately 89 percentage points triggers a against vote, and the 5-year gap of roughly 104 percentage points confirms sustained underperformance with no mitigant. Note: Mr. Prising is also a sitting CEO (ManpowerGroup); the policy limits sitting CEOs to no more than one outside public board seat — his only outside seat appears to be Kohl's, so no overboarding concern is triggered on that basis alone, but the TSR trigger stands.
Mr. Schlifske has been on the board since 2011 — the longest tenure of any nominee — giving him full accountability for the company's trajectory; the 3-year peer gap of approximately 89 percentage points triggers an against vote, and the 5-year gap of roughly 104 percentage points confirms this is a persistent pattern of underperformance rather than a temporary setback.
For Analysis
Director since 2023, well within the 24-month new-director exemption from the TSR trigger; brings strong financial expertise as former CFO of Bath & Body Works and serves as Audit Committee Chair with designated financial expert status.
Director since 2023, well within the 24-month new-director exemption from the TSR trigger; brings relevant e-commerce and digital retail leadership experience including his current role as CEO of 1-800-Flowers.com.
Six of eight director nominees — Bender, Cosset, Floyd, Mitchell, Prising, and Schlifske — warrant an AGAINST vote because Kohl's stock has badly trailed its own disclosed peer group over both 3 and 5 years (a roughly 89-point gap over 3 years and roughly 104-point gap over 5 years against a peer group median), and each of these directors has been on the board long enough to bear accountability for that sustained underperformance. The two newest directors, Arlin and Villagomez (both joined 2023), are exempt from the trigger and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Michael J. Bender
Total Comp
$5,645,593
Prior Support
55%%
The most direct trigger for an against vote is that last year's say-on-pay proposal received only about 55% support — well below the 70% threshold in our policy — and while the company engaged extensively with shareholders and made some adjustments, the core pay-for-performance tension remains unresolved. Incentive pay was above target (annual cash bonuses paid out at 185.4% of target) during a period when Kohl's stock dramatically underperformed its peer group by roughly 89 percentage points over three years and 104 percentage points over five years, which fails the pay-for-performance alignment test in our policy. The pay-for-performance adjustment to the long-term awards (the committee exercised discretion to cap maximum payouts at 127% rather than 200%) is a step in the right direction, but it does not cure the fundamental misalignment between above-benchmark incentive outcomes and sustained shareholder value destruction.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include the EY fee table or disclose EY's tenure, so neither the non-audit fee ratio trigger nor the auditor tenure trigger can be evaluated; per policy, the absence of confirmed tenure data means the tenure trigger does not fire, and without fee data the ratio cannot be computed — the default FOR vote applies. EY is a Big 4 firm fully appropriate for a company of Kohl's size and complexity.
Overall Assessment
The 2026 Kohl's annual meeting ballot presents significant governance concerns: six of eight director nominees warrant an against vote due to severe and sustained stock price underperformance relative to the company's own disclosed peer group (roughly 89 percentage points behind over three years, 104 points behind over five years), and the say-on-pay proposal also warrants an against vote given a prior year approval rate of only 55% and a pay-for-performance structure that delivered above-target incentive payouts against a backdrop of deep shareholder value destruction. The two newest directors (Arlin and Villagomez, both joined 2023) and the auditor ratification pass their respective policy screens and receive FOR votes.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing