V F CORP
For the period ended Jul 28, 2026. Filed Jun 15, 2026.
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Jul 28, 2026 · Filed Jun 15, 2026
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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):
| ☒ | No fee required |
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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 OUR INDEPENDENT BOARD CHAIR June 15, 2026 Dear Fellow Shareholders, I am honored to serve as Chair during this period of transformation for VF. I am pleased to report that in fiscal 2026 we made important progress against our plans and delivered strong results. Fiscal 2026 marked VF’s return to full-year revenue growth for the first time in three years. Profitability was further enhanced by significant improvement in gross profit and operating margins. We had another year of substantial improvement in our leverage ratio. Over the last three years, VF has dramatically reduced its debt through portfolio actions, and improved both profitability and financial discipline. Talent Remains Key. Business turnarounds require talent, especially in such a dynamic external environment. This year provided further evidence that our CEO, Bracken Darrell, is the right leader for VF . Bracken has attracted best in class talent to VF and continues to demonstrate his ability to drive the VF transformation through an aligned and talented leadership team. The Board Continues to Evolve. VF has an experienced Board with strong and diverse skills. The Board members added over the last several years have improved our capability and experience in footwear and apparel and in artificial intelligence (AI). Emerging technologies will likely play a key role in VF’s future and their risks and opportunities need to be properly managed. Recognizing this, the Board expanded its education and oversight of AI and participated in training led by internal and external experts in this space. I would also like to take a moment to recognize and thank Clarence Otis, Jr., who will not stand for reelection at our 2026 Annual Meeting of Shareholders. His service on VF’s Board was distinguished and his contributions to VF were significant. We Are On the Right Path. I am pleased with the progress we have made in our turnaround efforts. We have significantly improved our financial position and financial results. We remain intensely focused on driving business performance but are also committed to delivering that performance in the right way. At VF, this means operating with integrity and working to make a positive impact to the people and communities we serve. We believe this work strengthens our business, supports our people, and creates long-term value for our shareholders. It is also the right thing to do. I am confident we are on the right path toward delivering consistent, sustained and profitable growth. I valued the opportunity to engage directly with shareholders throughout the year to gain insights into your priorities. Your participation in the governance of our Company is important and I’d like to ask you to take time to vote.
I am pleased with the progress we have made in our turnaround efforts. We have significantly improved our financial position and financial results.
Shareholder meeting details: Date: July 28, 2026 Time: 10:30 a.m. Mountain Time Live via the internet: at www.virtualshareholdermeeting.com/VFC2026 Thank you for your investment in VF and for your support. Sincerely, Richard Carucci Chair of the Board
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
WHO MAY VOTE
Only shareholders of record as of the close of business on June 2, 2026 are entitled to notice of and to vote at the meeting.
Date & Time July 28, 2026 10:30 a.m. Mountain Time
YOUR VOTE IS IMPORTANT
You are urged to vote your shares as soon as possible 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 | Election of the director nominees named in this proxy statement |
| 2 | Advisory vote to approve the compensation of named executive officers |
| 3 | Ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 2027 |
| 4 | Consideration of a shareholder proposal, if properly presented at the Annual Meeting |
| 5 | Such other business as may properly come before the meeting and any adjournments thereof |
To attend the meeting, shareholders must visit www.virtualshareholdermeeting.com/VFC2026 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 24, 2026. 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
This Notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or about June 15, 2026.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER
MEETING TO BE HELD ON JULY 28, 2026
This proxy statement and VF Corporation’s fiscal 2026 Annual Report are available electronically at
https://www.vfc.com/investors/financial-information and (with your 16-digit control number)
www.virtualshareholdermeeting.com/VFC2026.
| TABLE OF CONTENTS | This proxy statement contains forward-looking statements and website links. All statements other than statements of historical or current facts, including statements regarding our future financial performance and shareholder value and expected results from execution of strategic priorities, made in this document are forward-looking. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions intended to identify forward-looking statements. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended March 28, 2026. Website links included in this proxy statement are for convenience only. Information contained on or accessible through such website links is not incorporated by reference into, and does not constitute a part of, this proxy statement. |
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| Item No. 1: ELECTION OF DIRECTORS | 1 |
| CORPORATE GOVERNANCE AT VF | 17 |
| Shareholder Outreach and Engagement | 17 |
| Corporate Governance | 18 |
| Related Party Transactions | 19 |
| Board of Directors | 19 |
| Board Committees and Their Primary Responsibilities | 20 |
| Board and Committee Evaluations | 23 |
| Board Leadership Structure | 23 |
| Board Oversight of Strategy | 24 |
| Risk Oversight | 24 |
| Insider Trading Policy | 26 |
| Shareholder Communications with our Board of Directors | 26 |
| Directors’ Compensation | 26 |
| Item No. 2: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS | 28 |
| Message from our Talent and Compensation Committee | 28 |
| EXECUTIVE COMPENSATION | 31 |
| Compensation Discussion and Analysis | 32 |
| Compensation Committee Report | 50 |
| Summary Compensation Table | 51 |
| 2026 Grants of Plan-Based Awards | 52 |
| Outstanding Equity Awards at Fiscal Year-End 2026 | 54 |
| 2026 Option Exercises and Stock Vested | 56 |
| 2026 Pension Benefits Table | 57 |
| 2026 Nonqualified Deferred Compensation | 58 |
| Potential Payments Upon Change in Control, Retirement or Termination of Employment | 58 |
| CEO Pay Ratio | 62 |
| Pay Versus Performance | 63 |
| 2026 Equity Compensation Plan Information Table | 66 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 67 |
| Item No. 3: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 69 |
| Report of the Audit Committee | 70 |
| Item No. 4: SHAREHOLDER PROPOSAL – REPORT ON ANIMAL-DERIVED MATERIALS POLICY | 71 |
| VF Corporation Board of Directors’ Statement in Opposition | 73 |
| ABOUT THE MEETING | 75 |
| GENERAL INFORMATION | 78 |
| Other Matters | 78 |
| Expenses of Solicitation | 78 |
| Shareholder Proposals and Nominations for the 2027 Annual Meeting of Shareholders | 78 |
This summary highlights certain information contained elsewhere in this proxy statement. Please review the complete proxy statement and fiscal 2026 Annual Report before you vote. We encourage you to vote as promptly as possible to ensure that your views are reflected.
2026 Annual Meeting Information
Date: July 28, 2026
Time: 10:30 a.m., Mountain Time
Location: www.virtualshareholdermeeting.com/VFC2026
Record Date: June 2, 2026
Meeting Agenda and Board Voting Recommendations
| MANAGEMENT PROPOSALS · BOARD RECOMMENDATION · PAGE NUMBER | |||
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| 1 | Elect directors | FOR | 1 |
| 2 | Advisory vote to approve compensation of named executive officers | FOR | 28 |
| 3 | Ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 2027 | FOR | 69 |
| SHAREHOLDER PROPOSAL | |||
| 4 | Shareholder Proposal: Report on Animal-Derived Materials Policy | AGAINST | 71 |
Director Nominees
| Richard T. Carucci | Alexander K. Cho | Juliana L. Chugg | Bracken Darrell | Trevor A. Edwards | Mindy F. Grossman |
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| Chair | President & CEO | ||||
| Mark S. Hoplamazian | Laura W. Lang | Carol L. Roberts | Matthew J. Shattock | Kirk C. Tanner |
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VF at a Glance in Fiscal 2026
| $9.3B | ~26K | $0.8B | 1,080 |
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| Revenue* | Employees around the world | Of net debt paid off in fiscal 2026 | Owned retail stores at March 2026 |
| * | on an adjusted basis excluding Dickies® |
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*Supplemental Financial Information
Reconciliation of Select GAAP Measures to Non-GAAP Measures - Twelve Months Ended March 2026
(Unaudited)
(In thousands, except per share amounts)
| TWELVE MONTHS ENDED MARCH 2026 | AS REPORTEDUNDER GAAP | LESS: CONTRIBUTIONFROM DICKIES (a) | VF EXCLUDINGDICKIES |
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| Revenues | 9,605,207 | 309,255 | 9,295,952 |
| (a) | The “Contribution from Dickies” column represents the operating results of Dickies for the twelve months ended March 2026. |
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| VF Corporation 2026 Proxy Statement | / | i |
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Business Highlights
Fiscal 2026 marked an inflection point in VF’s transformation program, as we returned to full-year revenue growth for the first time in three years. While we strengthened our financial position and expanded operating margins, we also increased our investment in brand building and product creation.
Our Transformation Focuses on Three Priorities
| • | Strengthening the balance sheet: We strengthened our balance sheet by reducing net debt* from approximately $5.8 billion to $2.7 billion in under three years—resulting in a leverage* ratio reduction from 5.1x at the end of fiscal 2024 to 3.1x at the end of fiscal 2026. The proceeds from the sale of the Dickies® brand business (”Dickies“), which closed in November 2025, supported meaningful reduction in leverage achieved in fiscal 2026 and contributed to strengthening our balance sheet. |
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| • | Expanding margins: We made continued investment in product design and innovation, brand marketing, digital and direct-to-consumer capabilities, while also managing and reducing costs. Our enhanced operating framework enables faster go-to-market cycles, improved inventory discipline and greater insights into merchandising and pricing through AI. |
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| • | Returning to growth: We achieved meaningful progress in our turnaround, as fiscal 2026 was the first full year of revenue growth in three years (ex Dickies** in constant dollars***). The return to growth started with the work done to segment consumer demand. This in turn has helped the company to clearly identify where each brand competes and drive decisions on relevant products and curated experiences to drive growth. |
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Notable full year fiscal 2026 results include:
| • Revenue of $9.6 billion, up 1% (ex Dickies up 1% in constant dollars) • Gross margin of 54.8%, up 130 bps (ex Dickies up 55.2% or 110 bps) • Operating income of $577 million and operating margin of 6%, up 280 bps (adjusted operating income ex Dickies of $650 million and adjusted operating margin ex Dickies of 7%, up 110 bps) • The North Face® delivered 8% in revenue growth (up 5% in constant dollars) • Timberland® revenue was up 8% (up 5% in constant dollars) • Vans® revenue was down 9% (down 11% in constant dollars) | • Altra® revenue was up over 30% • Americas revenue was flat (ex Dickies up 3% in constant dollars) • EMEA revenue was up 4% (ex Dickies down 2% in constant dollars) • APAC revenue was down 1% (ex Dickies down 1% in constant dollars) • Total cash shareholder returns of $141 million through dividends • Recognized a non-cash impairment charge of $30.7 million related to the Napapijri® reporting unit goodwill |
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Our results demonstrate that our strategy of improved execution, stronger brand positioning and a more disciplined operating model is working, and that we’re on track with VF’s transformation. Looking ahead, VF expects continued growth and margin expansion in fiscal 2027 and remains on track to achieve its medium-term targets of an exit run rate of at least 10% adjusted operating margin percentage in fiscal 2028 and a leverage ratio of 2.5x or lower by fiscal 2028.
| * | “Net debt” is defined as long-term debt, the current portion of long-term debt, short-term borrowings, and operating lease liabilities, less cash and cash equivalents per VF’s consolidated balance sheet. “Leverage” is defined as net debt to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), which excludes operating lease cost. Adjusted amounts exclude costs related to Reinvent, VF’s restructuring program, transaction and deal-related activities associated with the divestiture of Dickies, pension settlement charges, pension excise tax and an impairment charge. Reconciliations of measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) to adjusted amounts are presented in the supplemental financial information included with the earnings presentation for the fourth quarter of fiscal 2026 filed as Exhibit 99.1 to VF’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 20, 2026 (the “Supplemental Financial Information”). All financial information provided reflects the results of VF’s continuing operations, which excludes the Supreme® brand business that was sold in October 2024. |
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| ii | / | VF Corporation 2026 Proxy Statement |
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| ** | On September 15, 2025, VF entered into a definitive agreement with Bluestar Alliance LLC to sell Dickies and on November 12, 2025, VF completed the sale of Dickies. “Reported” amounts present VF’s fiscal 2026 results in accordance with GAAP and include Dickies results in continuing operations through the date of sale, as the Dickies sale did not qualify for discontinued operations presentation under GAAP. References to results “ex Dickies” exclude the results of Dickies for all periods presented. VF believes this non-GAAP presentation provides investors with useful information regarding the performance of VF’s operations, post the closing of the sale of Dickies. See the Supplemental Financial Information for reconciliations to the nearest GAAP financial measures. |
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| *** | “Constant dollar” amounts exclude the impact of translating foreign currencies into U.S. dollars. See the Supplemental Financial Information for reconciliations to the nearest GAAP financial measures. |
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Corporate Governance Highlights
We strive to maintain robust corporate governance practices designed to protect and grow long-term value for our shareholders. Our corporate governance practices include:
| • | 10 of the 11 director nominees (91%) are independent. |
| • | Independent Board members meet in executive session at each regularly scheduled Board meeting. |
| • | The average tenure of the director nominees is 8.5 years (including two new directors in the last two years) and the average age of the director nominees is 63.0. |
| • | The Governance and Corporate Responsibility Committee works closely with the full Board to develop criteria for evaluating nominees for open Board positions, so that regular refreshment takes into account the evolving needs of the Board and the Company and supports value creation. As a result, the directors bring a balance of skills, attributes and experience to their oversight of VF. |
| • | All directors stand for election on an annual basis. |
| • | Directors are elected by a majority of votes cast in uncontested elections and any director who does not receive a majority of votes cast is required to submit his or her resignation for consideration by the Board. |
| • | Our By-Laws contain proxy access provisions that enable qualified shareholders to nominate directors for election to our Board. |
| • | We have robust stock ownership requirements for directors and executive officers. |
| • | All directors and executive officers are prohibited from hedging/pledging shares of our common stock. |
| • | We actively engage with shareholders to seek their input on issues and to address their questions and feedback. |
Shareholder Engagement
We recognize the value of and are committed to engaging with our shareholders and soliciting their views and input. This past year, members of our management and the Board continued our practice of shareholder engagement, reinforcing our commitment to building strong, long-term relationships with our shareholders. Over the past year, we contacted shareholders representing nearly 70% of our outstanding share ownership, including our top 13 shareholders, requesting engagement. Members of management and the Board met with eight shareholders representing nearly 40% of outstanding share ownership in order to understand and consider the issues of importance to our shareholders and address them appropriately.
Contacted holders of nearly 70% of outstanding shares
| KEY TOPICS DISCUSSED WITH SHAREHOLDERS IN FISCAL 2026 | |
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| Board Oversight of Strategy and Risks, including Artificial Intelligence | Leadership Changes and Retention |
| Board Composition and Refreshment | Executive Compensation |
| Board Culture and Collaboration | Succession Planning |
| VF Corporation 2026 Proxy Statement | / | iii |
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Executive Compensation
The Talent and Compensation Committee of the Board is guided by executive compensation principles that align with shareholders’ interests such as pay for performance. Our executive compensation program uses a mix of base salary, annual cash incentives, stock compensation awards and broad-based benefits to attract and retain highly qualified executives and maintain a strong alignment between executive pay and company performance in order to incentivize long-term value creation. Information regarding our named executive officers’ fiscal 2026 compensation is described in the “Executive Compensation” section.
Environmental and Social Responsibility
VF has a long-standing commitment to operating responsibly, which is aligned with our business strategy goals for sustainable growth. Our employees play a key role in VF’s success and how we embrace innovation and growth that benefits our shareholders, our employees and the communities in which we operate.
Below are highlights from VF’s fiscal 2025 Environmental & Social Responsibility report*. Additional information regarding VF’s strategy and actions can be found within our “Responsibility” page on www.vfc.com.
| iv | / | VF Corporation 2026 Proxy Statement |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.