PVH CORP DE
For the period ended Jun 20, 2024. Filed May 10, 2024.
View on SEC.govAbout this filing
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.
Jun 20, 2024 · Filed May 10, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
PVH Corp.
(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 the appropriate box):
| ☒ | 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. |
PVH+ Plan
Build Calvin Klein and TOMMY HILFIGER into the most desirable
lifestyle brands in the world and make PVH one of the highest
performing brand groups in our sector.
GROWTH DRIVERS
| 1 Win withthe bestproduct | 2 Win with the bestconsumer engagement | 3 Win in the digitally-led marketplace | 4 Develop a demand and data-driven operating model | 5 Drive efficiencies and invest in growth |
REGIONAL GROWTH OPPORTUNITIES
ENGAGE, EMPOWER & ENERGIZE OUR TEAMS
| Our Work | Our People | Our Culture |
Notice of 2024
Annual Meeting of Stockholders
| The meeting will be held: Thursday, June 20, 20248:45 am (EDT) Online via live webcast Registered holders at:www.proxydocs.com/pvh Beneficial holders at:www.proxydocs.com/brokers/pvh | Purpose 1 Vote on the election of nine nominees for director to serve a one-year term 2 Vote on an advisory resolution to approve our executive compensation 3 Vote to ratify the appointment of auditors to serve for the current fiscal year We also will transact any other business that properly comes before the meeting. Who can attend • Holders of record as of April 22, 2024, of PVH Corp. common stock or their proxies • Beneficial owners • Invited guests of PVH Who can vote Stockholders of record at the close of business on April 22, 2024. How to attend Our Annual Meeting will be conducted exclusively online via live webcast. Stockholders will be able to attend, vote and submit questions via the Internet by participating in the live webcast. The webcast will begin promptly at 8:45 a.m. EDT on June 20, 2024. Online check-in will be available beginning at 8:30 a.m. EDT. You should allow ample time for the online check-in procedures. Holders of record can participate in the virtual meeting by using the control number shown on their Notice Regarding Availability of Proxy Materials or proxy card. If you hold your PVH shares in a bank or brokerage account, you must obtain a legal proxy and a control number from your bank, broker or other nominee if you wish to participate in or vote at the Annual Meeting. Stockholders will be able to view the stockholder list during the 10 days prior to the Annual Meeting and may submit questions before the Annual Meeting by sending an email to CorporateSecretary@pvh.com. For additional information, please see “General Information About the Annual Meeting” on page 94. By Order of the Board of Directors, Mark D. FischerSecretaryNew York, New YorkMay 10, 2024 | |
|---|---|---|
| How to vote Your vote is important Even if you plan to attend the Annual Meeting virtually, we encourage you to vote your shares in advance to ensure they are counted. | ||
| By internet In advance of meetingwww.proxydocs.com/pvh During the meeting Attend the meeting virtually and cast your vote electronically | ||
| By phone In the U.S. or Canada dial toll-free 1-866-883-3382 | ||
| By mail Cast your ballot, sign your proxy card, and send in our prepaid envelope | ||
| Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 20, 2024: Our Annual Report to Stockholders for our fiscal year ended February 4, 2024, the Proxy Statement, and all other proxy materials are available at www.proxydocs.com/pvh. | ||
PVH Corp. 2024 Proxy Statement /1
Dear Fellow Stockholders
Stefan Larsson
Stefan Larsson, Chief Executive Officer
May 10, 2024
We continue to gain important traction with our PVH+ Plan and our long-term vision to build Calvin Kleinand TOMMY HILFIGER into the most desirable lifestyle brands in the world and make PVH one of the highest performing brand groups in our sector.
In 2023, despite a choppy macro environment, we delivered strong financial performance across both brands and all regions, exceeding our guidance for both the top and bottom line, driven by the strength of our two iconic brands and the disciplined execution of our brand-building growth strategy, the PVH+ Plan. We grew revenue 2% on a reported basis and 1% in constant currency*, including high-single digit direct-to-consumer (DTC) growth, while expanding our gross margins. We drove strong EBIT growth, expanded our EBIT margin to 10.1%, and delivered a significant EPS increase.
Thanks to the progress of our data and demand-driven operating engine, we ended the year with inventory down 21% compared to last year and produced significant cash flow which helped us to repurchase approximately $550 million of stock.
We continued to build strong momentum across both the consumer facing growth drivers of our PVH+ Plan — in product, marketing and marketplace — and in the build-out of our data and demand-driven business engine, all while driving efficiencies to invest in growth.
In 2023 in both brands, we fueled unforgettable cut-through campaigns and global talent partnerships to strengthen brand desirability at every consumer touchpoint. Calvin Klein drove more consumer engagement than at any other time in the history of the brand by combining mega talent such as Jennie Kim, Jung Kook, Kendall Jenner, Michael B Jordan, Idris Elba and Jeremy Allen White with our most important hero products. TOMMY HILFIGER continued to drive high relevance by leaning into its unique DNA of Classic American Cool, connecting our most iconic products with a network of the most influential talent and the world’s biggest cultural events — from New York Fashion Week to F1 Grand Prix.
In Europe, we continued to drive growth, with our business today much larger than it was in 2019 and driving higher profits. We have started to successfully unlock North America, driving significant margin expansion, and we are taking back our licenses of core product categories as part of a multi-year transition which began in January 2024. And, we have turned Asia into a growth engine where we are now taking share on a consistent basis.
*Reconciliations to GAAP amounts appear on Exhibit A
2 / PVH Corp. 2024 Proxy Statement
Looking back on the first two years of PVH+ Plan execution, you will see a clear trend in that where we lean in to execute, we deliver:
We have put 100% of our focus on our globally beloved iconic brands, Calvin Klein and TOMMY HILFIGER, and divested all other regionally focused brands.
We’re building a very strong leadership team with the experience to move PVH from a brand acquirer to a leading brand builder.
We’re driving strong DTC growth across all brands and all regions, and in the wholesale channel we have deepened our relationships with our key partners and applied a strong quality of sales focus globally.
We have developed strong product category offense in key categories and must-have hero products, significantly increasing AURs and gross margin rate.
We are executing breakthrough campaigns with strong global talent amplification to connect with the consumer while strengthening the brand experience across social, e-commerce, and stores.
We have successfully started to build out our data and demand-driven operating model, reducing inventory as a percentage of sales while driving higher availability and stock freshness. The quality of our products is up, the cost of goods is down, and our pricing power is up, leading to higher gross margins.
We continue to invest behind our growth initiatives, including increasing marketing spend to approximately 6% of sales for 2023, all while driving cost efficiencies across the company.
We have significantly increased our cash flow, enabling us to invest in growth and increase our share buybacks to historically high levels. Over the last two years, we have repurchased nearly $1 billion of our stock, representing approximately 17% of our outstanding shares.
We continued to make progress on our Forward Fashion corporate responsibility strategy, ensuring we’re acting responsibly to meetthe expectations of our stockholders, our associates, our consumers and the communities where we live and work.
For 2024, we will continue to build on our PVH+ Plan execution momentum across the company. This will directly translate into growth in Asia and North America while in Europe, against a tougher macro, we are taking proactive measures to drive higher quality of sales to further strengthen our unique market position there for long-term, brand-accretive growth.
Step by step, guided by our PVH+ Plan, we are building Calvin Klein and TOMMY HILFIGER into the most desirable lifestyle brands in the world and making PVH one of the highest performing brand groups in our sector. It will be the strength of our brands, our consistency in direction, and our disciplined execution of the PVH+ Plan that will set us apart over time.
Thank you for your confidence in PVH. This is only the beginning.
Sincerely,
Stefan Larsson, Chief Executive Officer
DEAR FELLOW STOCKHOLDERS / PVH Corp. 2024 Proxy Statement /3
Table of Contents
| Notice of 2024 Annual Meeting of Stockholders | 1 |
|---|---|
| Proxy Summary | 5 |
| Proposal 1: Election of Directors | 12 |
| Corporate Governance | 18 |
| Independence | 18 |
| Leadership Structure of the Board | 18 |
| Risk Oversight | 19 |
| Board, Committee and Director Evaluations | 22 |
| Board Refreshment | 23 |
| Evaluating current Board composition | 23 |
| Diversity | 26 |
| Identifying Potential New Directors | 26 |
| Proxy Access | 26 |
| Mandatory Retirement | 26 |
| Stockholder Engagement | 27 |
| Director On-Boarding | 27 |
| Ongoing Director Education | 28 |
| Restrictions on Other Board Service | 28 |
| Management Succession Planning | 28 |
| Committees | 29 |
| Meetings | 31 |
| Executive Sessions | 31 |
| CEO Evaluation | 31 |
| Transactions with Related Persons | 32 |
| Governing Documents | 32 |
| How to Contact the Board | 32 |
| Values, Governance, Human Capital Resources and Corporate Responsibility | 33 |
| Political and Lobbying Activities | 35 |
| Director Compensation | 36 |
| Annual Retainers | 36 |
| Stock Ownership Guidelines | 36 |
| 2023 Compensation | 37 |
| Proposal 2: Advisory Vote on Executive Compensation | 39 |
| Compensation Discussion & Analysis | 40 |
| 2023 Compensation Highlights | 41 |
| 2023 Executive Compensation Program | 44 |
| Executive Compensation Overview | 45 |
| Compensation Decisions for 2023 | 47 |
| Competitive Pay for Performance | 56 |
| Compensation Committee Report | 63 |
| Executive Compensation Tables | 64 |
|---|---|
| Summary Compensation Table | 64 |
| Grants of Plan-Based Awards | 67 |
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 68 |
| Outstanding Equity at Fiscal Year-End | 74 |
| Option Exercises and Stock Vested | 75 |
| Pension Benefits | 76 |
| Defined Benefit Plans | 76 |
| Non-Qualified Deferred Compensation | 80 |
| Potential Payments Upon Termination and Change in Control Provisions | 81 |
| CEO Pay Ratio | 84 |
| Pay Versus Performance Table | 85 |
| Equity Compensation Plan Information | 88 |
| Proposal 3: Ratification of the Appointment of Auditors | 89 |
| Audit Committee Report | 90 |
| Security Ownership of Certain Beneficial Owners and Management | 91 |
| 5% Stockholders | 91 |
| Directors, Nominees for Director, and Executive Officers | 92 |
| General Information About the Annual Meeting | 94 |
| Exhibit A — Gaap To Non-Gaap Reconciliations | A-1 |
| Exhibit B — NEO Employment Agreements | B-1 |
| Frequently Referenced Information | |
| Demographics of Our Director Nominees | 7 |
| Risk Oversight | 19 |
| Board Refreshment | 23 |
| Director Nominee Skills | 24 |
| Governing Documents | 32 |
| Human Capital Resources | 33 |
| Principal Elements of Our ExecutiveCompensation Program | 44 |
| Pay for Performance | 54 |
| PVH Performance and Pay Mix Comparedto Peer Group | 57 |
| CEO Compensation Compared to TotalStockholder Return | 58 |
| Fees Paid to Auditors | 89 |
| How to Attend the Annual Meeting | 94 |
4 / PVH Corp. 2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.