V F CORP
For the period ended Jul 22, 2025. Filed Jun 9, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 22, 2025 · Filed Jun 9, 2025
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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 9, 2025 Dear Fellow Shareholders, I present this year’s Proxy Statement and it is my pleasure to invite you to our 2025 Annual Meeting of Shareholders on July 22, 2025. In my letter to you last year, I communicated the following key messages: • We were deeply committed to making further reductions in our debt levels. • I was confident in our new CEO Bracken Darrell and the leadership team he was putting together. Business transformations take time, but it all starts with people. I am happy to report that fiscal 2025 further reinforced my confidence in the team and that we made important strides in our debt reduction and business transformation. We are on track to transform VF. • Leadership team. During his second year at the helm, Bracken continued to strengthen his leadership team and successfully attracted best-in-class talent. Led by our very talented and committed CEO, the leadership team is fully aligned and working together to transform the business. • Debt levels. During fiscal 2025, we paid down $1.8 billion in debt. We also announced our intention to further reduce our debt leverage ratio as outlined in our Investor Day presentations and we are making progress to deliver this objective. • Transformation. The Reinvent transformation program implemented during fiscal 2024 started to deliver results in fiscal 2025. We significantly improved gross margin and operating profit through lower promotions and cost reductions. During the year, we introduced actions and processes to achieve a 10% operating margin in fiscal 2028. More importantly, these steps ensure we are building a sound business model from which to drive profitable and sustainable growth. We are not yet where we want to be on driving growth. Revenue declined in fiscal 2025 versus prior year. This result was in line with our expectations, but it is not consistent with our historical success or our longer-term aspirations. But, importantly, we are making progress. I am confident that we are on the right path to transforming VF and making it an amazing company that drives strong growth.
I am happy to report that fiscal 2025 further reinforced my confidence in the team and that we made important strides in our debt reduction and business transformation. We are on track to transform VF.
Shareholder Meeting
I have appreciated the opportunity to personally engage with shareholders to receive input and feedback and I look forward to continuing the dialogue. Your input and your vote are important and we were pleased to engage on governance matters with shareholders representing over 61% of outstanding shares in fiscal 2025. 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 22, 2025
Time: 11:30 a.m., Mountain Time
Live via the internet: at www.virtualshareholdermeeting.com/VFC2025
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
2025 Annual Meeting Information
WHO MAY VOTE
Only shareholders of record as of the close of business on May 27, 2025 are entitled to notice of and to vote at the meeting.
Time 11:30 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 ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 2026 |
| 4 | Transact such other business as may properly come before the meeting and any adjournments thereof |
A copy of VF’s Annual Report for fiscal 2025 is included for your information.
To attend the meeting, shareholders must visit www.virtualshareholdermeeting.com/VFC2025 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 18, 2025. Shareholders will not be able to attend the meeting in person.
By Order of the Board of Directors
Jennifer S. Sim
Executive Vice President,
Chief Legal Officer and Corporate Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.