WOLVERINE WORLD WIDE INC /DE/
For the period ended May 2, 2024. Filed Mar 20, 2024.
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May 2, 2024 · Filed Mar 20, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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Wolverine World Wide, Inc.
(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 all boxes that apply): | |||
|---|---|---|---|
| ☒ | | | No fee required |
| ☐ | | | Fee paid previously with preliminary materials |
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
LETTER FROM THE CHAIRMAN
Dear Fellow Shareholders,
2023 was an important year of change and transition for Wolverine Worldwide. After a difficult first half of the year, the Board of Directors recognized the need to improve the Company’s product pipeline and marketing strategy, strengthen the balance sheet, and enhance revenue and operating income. A substantial transformation of the business was necessary, and I am pleased to share that management has been successfully executing on the transformation and building a strong foundation for sustainable long-term growth.
The Company made significant progress in the back half of the year, stabilizing the business and reorienting as a consumer-focused global brand builder. To drive execution of this strategy, the Board appointed company veteran Chris Hufnagel as President and Chief Executive Officer in August. Chris has extensive brand-building experience and deep knowledge of our business and industry. Under his leadership the Company is moving swiftly in the right direction, building the talent, marketing skills and product development capabilities necessary to restore luster and power to our storied brands.
The Board has continued to actively engage with Chris and the management team in developing and overseeing execution of the Company’s strategy. To ensure the Board is equipped with the right mix of skills and expertise, in 2023 we appointed three new Directors who bring a diverse range of backgrounds and industry experiences that have helped guide and support the Company’s ongoing turnaround efforts. We are pleased with the progress achieved last year and confident the team will continue to make meaningful progress in the year ahead.
The Board is committed to delivering superior returns for our loyal shareholders, and believes the future is bright for Wolverine Worldwide.
On behalf of the entire Board of Directors, thank you for your continued support.
Sincerely,
Tom Long
Chairman of the Board
| | 2024 PROXY STATEMENT | 1 | |
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LETTER FROM THE CEO
Dear Fellow Shareholders,
We took fast and bold action in 2023 to set the Company on a better path to deliver greater returns for you, our shareholders. I was named as Wolverine Worldwide’s new President and Chief Executive Officer in August, and immediately galvanized our team with an actionable path forward and new Vision to become consumer-obsessed, global brand builders.
We took immediate steps to address challenges head-on, particularly in product development and marketing. We quickly developed a comprehensive turnaround plan to stabilize the Company, transform the organization, and ultimately inflect to growth. As a result of our team’s urgent and effective execution, I am proud and encouraged to say that Wolverine Worldwide is a much different and stronger company today than it was just a few months ago.
| • | A Focused Portfolio – We rationalized our portfolio through a host of significant actions, including the divestiture of the Sperry brand, the Keds brand, and several other non-core assets. As a result, our portfolio is tightly aligned around brands that design innovative, trend-right apparel and footwear that allow their consumers to live healthier and more productive lives. |
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| • | A Consumer-Obsessed, Brand-Building Organization – In November we completed the largest restructure and redesign in the Company’s history, resulting in a more efficient and more capable organization aligned with our Vision. We added consumer-focused talent in many of our key brand roles and established The Collective, a center-of-excellence created to elevate consumer insights, market intelligence, trend monitoring, and innovation. |
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| • | A More Profitable Business – We developed a plan to meaningfully expand operating margin in 2024 and again generate strong cash flow – as our model has done so effectively in the past – driven by significant gross margin expansion and aggressive profit improvement initiatives executed over the past few months. |
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| • | The Capacity to Invest – Through our profit improvement work, we created the capacity to invest in elevated brand marketing and key strategic capabilities. We believe these investments are essential to better position our brands for growth, while still taking an important step in our transformation to meaningfully improve profitability – a balanced approach committed to long-term, sustainable performance and returns. |
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| • | A Healthier Balance Sheet – We aggressively reduced our inventory throughout the year, and our portfolio management actions generated approximately $380 million of proceeds in 2023 through the first month of 2024. As a result, the Company’s debt level is the lowest in over two and half years, and its balance sheet is much healthier, with line of sight to drive further improvement in 2024. |
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We are executing on our Vision to become a consumer-obsessed builder of great global brands and are aligning the organization, top to bottom, around doing three things exceptionally well:
| 1. | Designing Awesome Products – innovative, trend-right, priced-right, covetable products informed by deep insights that solve for consumers’ wants and needs. |
| 2. | Telling Amazing Stories – differentiated, meaningful stories that engage and excite consumers. |
| 3. | Driving the Business – a constant and relentless pursuit to build our brands and to be better tomorrow than today. |
| | 2024 PROXY STATEMENT | 2 | |
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Our brands sit at the epicenter of these activities, and we are directly investing in our brand talent, equipping them with best-in-class technology and processes, and facilitating enhanced collaboration between them. Our improved corporate structure enables our brands to focus on their consumers, product, and marketing and provides additional expertise on key capabilities deemed to be strategically important – including consumer insights, trend, innovation, and brand protection.
Our brands possess incredible, authentic heritages combined with a long legacy of tremendous product innovation in consumer categories that we believe align well with long-term consumer trends. Our platforms are now more efficent and better aligned to enable our brands to grow.
Our Vision is clear, and our teams are energized – their work has been nothing short of remarkable, and we have achieved tremendous progress in a very short period of time. I believe our opportunity is significant and the future of Wolverine Worldwide is bright – I couldn’t be more excited about the work ahead.
Thank you for your continued support of the Company.
Sincerely,
Christopher Hufnagel
President and Chief Executive Officer
| | 2024 PROXY STATEMENT | 3 | |
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NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
10:00 a.m. EDT, May 2, 2024
Wolverine World Wide, Inc.
9341 Courtland Drive, NE
Rockford, MI 49351
To Our Shareholders:
We invite you to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Wolverine World Wide, Inc. (“we,” “us,” the “Company,” “Wolverine Worldwide” or “Wolverine”). The meeting will be held on May 2, 2024, at 10:00 a.m. EDT in a virtual format designed to provide shareholders with the same rights and opportunities to participate that they would have at an in-person meeting. At the Annual Meeting, shareholders will vote on the following items:
| (1) | Election of the three director nominees named in the Proxy Statement for three-year terms expiring in 2027 |
| (2) | Advisory resolution approving compensation for the Company's named executive officers (“NEOs,” and each an “NEO”) |
| (3) | Ratification of the Audit Committee's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2024 |
| (4) | Approval of the Stock Incentive Plan of 2024 |
Shareholders may also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Shareholders of record as of the close of business on March 4, 2024, the record date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote and ask questions, shareholders of record should go to the meeting website at www.virtualshareholdermeeting.com/WWW2024, enter the 16-digit control number found on your proxy card or Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. Otherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the annual meeting.
Whether or not you plan to attend the Annual Meeting, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or through the internet, or by completing, signing, dating and returning your proxy card in the enclosed envelope. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.
Rules for the conduct of the Annual Meeting will be available on the meeting website. For information about how to view the rules and the list of shareholders entitled to vote at the Annual Meeting during the ten days preceding the Annual Meeting, please visit our 2024 Annual Meeting website at www.wolverineworldwide.com/2024annualmeeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual shareholder meeting login page.
| | 2024 PROXY STATEMENT | 4 | |
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This Notice of 2024 Annual Meeting of Shareholders, Proxy Statement, proxy or voting instruction card and Annual Report for our fiscal year ended December 30, 2023 are being mailed or made available to shareholders starting on or about March 20, 2024.
By Order of the Board of Directors,
David A. Latchana
Secretary
| | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 2, 2024. | |
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| | Wolverine's Proxy Statement for the 2024 Annual Meeting of Shareholders and the Annual Report to Shareholders for the fiscal year ended December 30, 2023, are available at: www.wolverineworldwide.com/2024annualmeeting. | |
| | 2024 PROXY STATEMENT | 5 | |
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Table of Contents
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