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
Date of Report (Date of earliest event reported) June 21, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||||||||
Registrant’s telephone number, including area code (212 )-381-3500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
(17 CFR 240.14d-2(b))
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of PVH Corp. (the “Company”) was held on June 16, 2022 (the “2022 Annual Meeting”). There were present in person or by proxy at the 2022 Annual Meeting holders of 59,206,154 shares of the Company’s common stock. These shares present represented approximately 88% of the shares of common stock eligible to be voted at the meeting. The holders of the common stock voted on the matters reported below.
The following directors were elected to serve for a term of one year:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| Michael M. Calbert | 53,659,817 | 1,379,143 | 20,103 | 4,147,091 | ||||||||||
| Brent Callinicos | 54,883,617 | 155,233 | 20,213 | 4,147,091 | ||||||||||
| George Cheeks | 54,885,409 | 153,721 | 19,933 | 4,147,091 | ||||||||||
| Joseph B. Fuller | 52,768,155 | 2,270,993 | 19,915 | 4,147,091 | ||||||||||
| Stefan Larsson | 54,849,485 | 189,867 | 19,711 | 4,147,091 | ||||||||||
| V. James Marino | 54,081,307 | 957,813 | 19,943 | 4,147,091 | ||||||||||
| G. Penny McIntyre | 54,784,365 | 255,552 | 19,146 | 4,147,091 | ||||||||||
| Amy McPherson | 54,397,848 | 642,095 | 19,120 | 4,147,091 | ||||||||||
| Allison Peterson | 54,369,992 | 670,212 | 18,859 | 4,147,091 | ||||||||||
| Edward R. Rosenfeld | 54,105,723 | 933,405 | 19,935 | 4,147,091 | ||||||||||
| Amanda Sourry | 53,315,743 | 1,723,988 | 19,332 | 4,147,091 | ||||||||||
The proposal to approve, in a non-binding, advisory vote, the compensation paid to the Company’s named executive officers was approved. The vote was: FOR – 50,590,959; AGAINST – 4,318,601; ABSTAIN – 149,503; and there were 4,147,091 broker non-votes.
The proposal for Ernst & Young LLP to serve as the Company’s independent auditors for its current fiscal year was ratified. The vote was: FOR – 56,800,641; AGAINST – 2,389,372; and ABSTAIN – 16,141. There were no broker non-votes for this proposal.
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.
PVH CORP.
By: /s/ Mark D. Fischer
Mark D. Fischer
Executive Vice President, General Counsel and
Secretary
Date: June 21, 2022