Definitive Additional Materials



Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )


x 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))


¨ Definitive Proxy Statement


x Definitive Additional Materials


¨ Soliciting Material Pursuant to §240.14a-12




(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)(1) and 0-11.


  (1) Title of each class of securities to which transaction applies:




  (2) Aggregate number of securities to which transaction applies:




  (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:




  (2) Form, Schedule or Registration Statement No.:




  (3) Filing Party:




  (4) Date Filed:



*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials









Meeting Information
Meeting Type:    Annual
For holders as of:    March 10, 2010
Date:    May 13, 2010
Time:    1:00 p.m., CDT

The Pilot House at Pier Wisconsin

500 N. Harbor Drive

Milwaukee, WI 53202

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.


See the reverse side of this notice to obtain proxy materials and voting instructions.

M19226- P88301

— Before You Vote —

How to Access the Proxy Materials


Proxy Materials Available to VIEW or RECEIVE:



How to View Online:

Have the 12-Digit Control Number available (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:



2) BY TELEPHONE:      1-800-579-1639

3) BY E-MAIL*:   


*  If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 29, 2010 to facilitate timely delivery.


— How To Vote —

Please Choose One of the Following Voting Methods


Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the Meeting you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the 12 Digit Control Number available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

M19227- P88301

Voting Items


ITEM 1. Election of Directors

The Board of Directors recommends that you vote FOR the following nominees:



  1a. Peter Boneparth


  1b. Steven A. Burd


  1c. John F. Herma


  1d. Dale E. Jones


  1e. William S. Kellogg


  1f. Kevin Mansell


  1g. Frank V. Sica


  1h. Peter M. Sommerhauser


  1i. Stephanie A. Streeter


  1j. Nina G. Vaca


  1k. Stephen E. Watson

NOTE: In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.





ITEM 2. Ratify Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm.

The Board of Directors recommends you vote FOR Item 2.

ITEM 3. Approval of the Kohl’s Corporation 2010 Long Term Compensation Plan.

The Board of Directors recommends you vote FOR Item 3.

ITEM 4. Shareholder Proposal: Adopt Simple Majority Vote.

The Board of Directors recommends you vote AGAINST Item 4.

ITEM 5. Shareholder Proposal: Independent Chairman of the Board of Directors.

The Board of Directors recommends you vote AGAINST Item 5.


M19228- P88301