Kohl's (KSS) Provides Update on Christine Day's Departure

As previously disclosed, effective May 5, 2025, Christine Day informed Kohl's (NYSE: KSS) that she had determined to resign as a member of the Company’s Board of Directors (the “Board”). Copies of Ms. Day’s resignation emails are attached hereto as Exhibits 99.1 and 99.2. Ms. Day was a member of the Board’s Compensation Committee, Audit Committee and Finance Committee.

On May 8, 2025 and on May 9, 2025, Ms. Day sent emails indicating that she has disagreements with the Board. Copies of those emails are attached hereto as Exhibits 99.3, 99.4 and 99.5. The disagreements relate to how the Company responded to the ISS recommendation on the say-on-pay proposal set forth in the Company’s proxy statement dated March 28, 2025 and board process matters.

The Company strongly disagrees with the assertions in Ms. Day’s emails.

In accordance with the requirements of Item 5.02 of Form 8-K, the Company will provide Ms. Day with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.

As a result of Ms. Day’s decision, the Board has determined to withdraw her nomination for reelection as a director of the Company at the Company’s annual meeting of shareholders to be held on May 14, 2025. Any votes cast in favor of Ms. Day’s election will not be given effect. The Board has also reduced the number of directors constituting the Board from 11 to 10.

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