UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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(17 CFR 240.14d-2(b))
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
PVH Corp. (the “Company”) announced on June 2, 2021 that Michael Shaffer, the Company’s Chief Operating and Financial Officer, will leave the Company on
September 30, 2021 to pursue other opportunities. Mr. Shaffer will continue to serve as the Company’s principal financial officer to and including September 9, 2021, and will be assisting with the transition of his responsibilities through the end
of his employment.
In connection with Mr. Shaffer’s departure, James W. Holmes, the Company’s Senior Vice President and Controller, was appointed on August 31, 2021 to serve
as Executive Vice President, Interim Chief Financial Officer and Controller effective September 10, 2021. During the search for Mr. Shaffer’s successor, Mr. Holmes will serve as the Company’s interim principal financial officer, as well as continue
as the Company’s principal accounting officer.
Mr. Holmes, age 50, has been a part of the Company’s financial leadership team for over 20 years. He was appointed Senior Vice President and Controller in 2015 to oversee the Company’s accounting and financial reporting functions, along with Corporate Operations and key projects. Mr. Holmes previously
served as Vice President and Assistant Corporate Controller beginning in 2006 and held a series of roles of increasing responsibility, including Manager of Financial Reporting and Director of Financial Reporting and Divisional Accounting, after
joining the Company in 1995 as a Financial Analyst in Corporate Accounting. Mr. Holmes is an active CPA.
In recognition of Mr. Holmes’ increased responsibilities in connection with the
transition of Mr. Shaffer’s responsibilities and in anticipation of Mr. Holmes’ contemplated appointment as the Company’s interim principal financial officer, the Compensation Committee (the “Committee”) of the Board of Directors of the Company
approved a one-time $750,000 cash bonus payable in two tranches:
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The first tranche, in the amount of $250,000, was paid in August 2021 in recognition of the increased responsibilities he has assumed in connection
with the transition of Mr. Shaffer’s responsibilities.
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The second tranche, in the amount of $500,000, is payable on or about 100 days after Mr. Shaffer’s replacement has commenced employment with the
Company, subject to Mr. Holmes’ appointment as Interim Chief Financial Officer (interim principal financial officer) and in satisfaction of certain qualitative performance criteria as determined by the Committee after consultation with the
Company’s Chief Executive Officer and any other applicable officer, as well as his continued employment by the Company on the date of payment.
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Other than with respect to the bonus described above, there are no
arrangements or understandings between Mr. Holmes and any other person pursuant to which he was appointed as Interim Chief Financial Officer or interim principal
financial officer of the Company. There are also no family relationships between Mr. Holmes and any director or executive officer of the Company, and Mr. Holmes has no direct or indirect interest in any transaction or proposed transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Date: August 31, 2021
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PVH CORP.
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By: /s/ Mark D. Fischer
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Mark D. Fischer
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Executive Vice President, General Counsel and Secretary
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