V F CORP
For the period ended Jul 23, 2024. Filed Jun 11, 2024.
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Jul 23, 2024 · Filed Jun 11, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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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 Rule 14a-12 |
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V. F. CORPORATION
(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):
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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LETTER TO SHAREHOLDERS FROM THE CHAIR June 11, 2024 Dear Fellow Shareholders, I present this year’s Proxy Statement and it is my pleasure to invite you to our 2024 Annual Meeting of Shareholders on July 23, 2024. Fiscal 2024 I would categorize Fiscal 2024 as a year of weak business performance, but important progress. On a like to like basis, revenues declined about 10%, with the largest declines at Vans and North America. This led to a significant reduction in profitability and further weakened our stock price. This business performance is below our standards and not consistent with our rich history. On a positive note, through strong inventory management, we exceeded our cash flow guidance and reduced net debt1 by over $500 million. We are deeply committed to making further significant reductions to our debt levels over the next two years. Unfortunately, business transformations take time. However, it all starts with people. We made enormous progress on the people front over the past year. Following an extensive search process, the Board appointed Bracken Darrell as President and Chief Executive Officer on July 17, 2023. I am very confident this was a great choice. Bracken has deep experience in executive leadership, product innovation, and brand management with a proven track record of reinvigorating brands and businesses. He has completely reshaped the leadership team, both by attracting experienced and well-respected leaders who have the skills necessary to deliver the turnaround while also promoting internal talent to key roles. He also implemented an Americas commercial platform modeled after our successful structures in Europe and Asia. We now have the right leaders in place to meet our expectation to drive strong sustainable growth and create significant shareholder value. Board Refreshment The Board has also taken further steps in our Board composition and refreshment process. In just over two years, we have added five new directors. We continue to focus on ensuring we have the right balance of skills and experiences that are important for VF in order to support its turnaround and to help it thrive. With our newly appointed directors, we have added diverse and valuable experience, including in the areas of design and product innovation, operations and process transformation, and apparel and footwear. We would like to extend our thanks to Benno Dorer, who is not standing for reelection as director at our 2024 Annual Meeting of Shareholders, for his significant contributions over his seven-year tenure. His leadership and guidance, particularly during the nearly eight months in which he served as VF’s Interim CEO, have been invaluable to the Company.
We now have the right leaders in place to meet our expectation to drive strong sustainable growth and create significant shareholder value.
| 1 | Net debt is defined as short and long-term borrowings less cash and cash equivalents. |
Shareholder Meeting I have appreciated the opportunity to actively engage with shareholders to receive input and feedback and I look forward to continuing the dialogue. Your input and your vote are important. I encourage you to take a moment to vote on the items in this year’s Proxy Statement. The Board considers that all the proposals presented are in the best interests of the Company and its shareholders. Accordingly, the Board unanimously recommends that you vote in favor of each proposal. Shareholder meeting details: Date: July 23, 2024 Time: 10:30 a.m. Mountain Time Live via the internet: at www.virtualshareholdermeeting.com/VFC2024 On behalf of the VF Board of Directors, thank you for your trust and support and your continued investment in VF. Sincerely, Richard Carucci Chair of the Board
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
2024 Annual Meeting Information
WHO MAY VOTE
Only shareholders of record as of the close of business on May 28, 2024 are entitled to notice of and to vote at the meeting.
Time 10:30 a.m., Mountain Time
YOUR VOTE IS IMPORTANT
You are urged to vote your shares via the Internet, through our toll-free telephone number, or by signing, dating and promptly returning your completed proxy card.
Internet Online at www.proxyvote.com
Mail If you received a paper copy of the proxy materials, mark, sign and date your proxy card and promptly return it in the provided postage-paid envelope.
ITEMS OF BUSINESS
| 1 | Elect directors |
| 2 | Vote on approval of the compensation of named executive officers as disclosed in this proxy statement |
| 3 | Vote on the amendment and restatement of the 1996 Stock Compensation Plan |
| 4 | Vote on ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 2025 |
| 5 | Transact such other business as may properly come before the meeting and any adjournments thereof |
A copy of VF’s Annual Report for fiscal 2024 is included for your information.
To attend the meeting, shareholders must visit www.virtualshareholdermeeting.com/VFC2024 and enter their control number. Shareholders may submit questions for the meeting by visiting www.proxyvote.com and following the instructions. Questions must be submitted by no later than 5:00 p.m., Eastern Time, on Friday, July 19, 2024. Shareholders will not be able to attend the meeting in person.
By Order of the Board of Directors
Jennifer S. Sim
Executive Vice President,
General Counsel and Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.