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Amendments to Articles of Incorporation or

On November 11, 2015, the Board of Directors (the Board) of Kohls Corporation (the Company) approved and adopted Amended and Restated Bylaws (the Bylaws), which became effective the same day, to implement new proxy access rights for eligible shareholders, among other amendments.

After a non-binding shareholder proposal received a favorable vote from a majority of votes cast on the matter at the Companys 2015 annual meeting of shareholders, the Company engaged in discussions regarding proxy access with a number of its largest shareholders that together held over 40% of its outstanding stock. This shareholder engagement allowed the Company to gain valuable feedback from its shareholders regarding proxy access, including feedback as to the particular proxy access para meters that...