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KSS > SEC Filings for KSS > Form 8-K on 15-Aug-2014All Recent SEC Filings

Show all filings for KOHLS CORP

Form 8-K for KOHLS CORP


15-Aug-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year

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

As part of its regular corporate governance review, on August 12, 2014, the Board of Directors of Kohl's Corporation (the "Company") approved and adopted an amendment to the Company's Amended and Restated Bylaws (the "Bylaws"), which became effective the same day. The amendments to the Bylaws add a new Article IX thereto, which provides, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee or agent of the Company to the Company or the Company's shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Wisconsin Business Corporation Law or the Company's Articles of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Circuit Court for Waukesha County, Wisconsin or U.S. District Court for the Eastern District of Wisconsin - Milwaukee Division, in all cases subject to such court's having personal jurisdiction over the indispensable parties named as defendants. The new Article IX further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the foregoing provisions.

Certain technical and conforming amendments were also made to the Bylaws. 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 Exhibit 3.1, which is incorporated herein by reference.

Item 9.01.

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