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PVH CORP DE

For the period ended Jun 20, 2024. Filed May 10, 2024.

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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.

Jun 20, 2024 · Filed May 10, 2024

PVH$89.95-2.5%Stored close · as of Nov 6, 2026
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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 bestproduct2 Win with the bestconsumer engagement3 Win in the digitally-led marketplace4 Develop a demand and data-driven operating model5 Drive efficiencies and invest in growth

REGIONAL GROWTH OPPORTUNITIES

ENGAGE, EMPOWER & ENERGIZE OUR TEAMS

Our WorkOur PeopleOur 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/pvhPurpose 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 Stockholders1
Proxy Summary5
Proposal 1: Election of Directors12
Corporate Governance18
Independence18
Leadership Structure of the Board18
Risk Oversight19
Board, Committee and Director Evaluations22
Board Refreshment23
Evaluating current Board composition23
Diversity26
Identifying Potential New Directors26
Proxy Access26
Mandatory Retirement26
Stockholder Engagement27
Director On-Boarding27
Ongoing Director Education28
Restrictions on Other Board Service28
Management Succession Planning28
Committees29
Meetings31
Executive Sessions31
CEO Evaluation31
Transactions with Related Persons32
Governing Documents32
How to Contact the Board32
Values, Governance, Human Capital Resources and Corporate Responsibility33
Political and Lobbying Activities35
Director Compensation36
Annual Retainers36
Stock Ownership Guidelines36
2023 Compensation37
Proposal 2: Advisory Vote on Executive Compensation39
Compensation Discussion & Analysis40
2023 Compensation Highlights41
2023 Executive Compensation Program44
Executive Compensation Overview45
Compensation Decisions for 202347
Competitive Pay for Performance56
Compensation Committee Report63
Executive Compensation Tables64
Summary Compensation Table64
Grants of Plan-Based Awards67
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table68
Outstanding Equity at Fiscal Year-End74
Option Exercises and Stock Vested75
Pension Benefits76
Defined Benefit Plans76
Non-Qualified Deferred Compensation80
Potential Payments Upon Termination and Change in Control Provisions81
CEO Pay Ratio84
Pay Versus Performance Table85
Equity Compensation Plan Information88
Proposal 3: Ratification of the Appointment of Auditors89
Audit Committee Report90
Security Ownership of Certain Beneficial Owners and Management91
5% Stockholders91
Directors, Nominees for Director, and Executive Officers92
General Information About the Annual Meeting94
Exhibit A — Gaap To Non-Gaap ReconciliationsA-1
Exhibit B — NEO Employment AgreementsB-1
Frequently Referenced Information
Demographics of Our Director Nominees7
Risk Oversight19
Board Refreshment23
Director Nominee Skills24
Governing Documents32
Human Capital Resources33
Principal Elements of Our ExecutiveCompensation Program44
Pay for Performance54
PVH Performance and Pay Mix Comparedto Peer Group57
CEO Compensation Compared to TotalStockholder Return58
Fees Paid to Auditors89
How to Attend the Annual Meeting94

4 / PVH Corp. 2024 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.