0000078239FALSE00000782392024-05-172024-05-170000078239us-gaap:CommonStockMember2024-05-172024-05-170000078239pvh:A4.125SeniorNotesDue2029Member2024-05-172024-05-17

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) May 17, 2024

PVH CORP. /DE/

(Exact name of registrant as specified in its charter)

Delaware

001-07572

13-1166910

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

285 Madison Avenue,

New York,

New York

10017

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(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
Common Stock, $1 par value			PVH			New York Stock Exchange
4.125% Senior Notes due 2029			PVH29			New York Stock Exchange

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

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2024, Allison Peterson informed PVH Corp. that she will not stand for re-election to its Board of Directors at its Annual Meeting of Stockholders to be Held on June 20, 2024 (the “Annual Meeting”). Ms. Peterson's decision not to stand for re-election to our Board was due to accepting employment starting after the date of the Annual Meeting with a company that could potentially create an impermissible conflict under Section 8 of the Clayton Antitrust Act of 1914. There is no dispute or disagreement that gave rise to Ms. Peterson’s resignation. Ms. Peterson joined the Board in January 2021.

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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: May 22, 2024