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
Contents
Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting. Disclosures in this Proxy Statement generally pertain to matters related to our most recently completed fiscal year, which began on January 30, 2023, and ended on February 4, 2024.
References to “2023” and other years refer to fiscal years, which are designated by the calendar year in which they begin.
The Notice Regarding the Availability of Proxy Materials and the Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about May 10, 2024.
| The meeting will be held: 8:45 a.m., EDT Thursday, June 20, 2024 Online via live webcast at:Registered Holders at: www.proxydocs.com/pvh Beneficial holders at: www.proxydocs.com/brokers/pvh Record Date April 22, 2024 | Voting • Stockholders as of the record date are entitled to vote. • Each share of our common stock is entitled to one vote. Admission Attendance at the meeting will be limited to holders of record of our common stock as of the record date or their proxies, beneficial owners and invited guests of PVH. For additional information on how to attend the virtual meeting, please see “General Information About the Annual Meeting” on page 94. |
| Voting Matters and Board Recommendation | |||
|---|---|---|---|
| Voting Matters | Board’srecommendation | For more information | |
| Proposal 1 | Election of Directors | FOR each Director Nominee | Page 12 |
| Proposal 2 | Advisory vote on executive compensation | FOR | Page 39 |
| Proposal 3 | Ratification of Ernst & Young LLP as our independent auditor for fiscal year 2024 | FOR | Page 89 |
| What to look for We continue to focus on good governance and strive for transparency. This Proxy Statement discusses several significant 2023 actions. Among other things: | |
| • We modified our incentive compensation program by: – adding an additional performance measure (revenue growth) to our annual bonus awards to track our PVH+ Plan growth target – replacing the earnings performance measure for our performance share unit (“PSU”) awards with return on invested capital (“ROIC”), which advances our capital investment strategy to build long-term value and has the added benefit of eliminating the use of earnings in both our long-term and short-term incentive awards • We modified our stock ownership guidelines to include a larger group of executives and to increase the ownership requirements for some of the executives who already were subject to the guidelines. | • We continued to execute the Board of Directors refreshment program. More than half of our directors have joined our Board over the last five years. Coupled with director retirements and resignations, this has reduced the average tenure of our independent director nominees over the last three years from 9.0 years to 5.4 years and has increased the diversity1 among the director nominees from 42% to 67%. • We continued expanding disclosure regarding the directors’ skills and experience. • We continued to live our values; practice good governance; attract, develop and retain diverse talent; and act as good corporate citizens. |
1 We consider a director to be diverse if they identify as female, non-binary, LGBTQIA+, BIPOC (Black, indigenous and people of color), or a member of an ethnic minority. Mses. McIntyre, McPherson, Peterson and Sourry and Messrs. Bhalla and Cheeks each have at least one measure of diversity.
PVH Corp. 2024 Proxy Statement /5
Director Election (page 12)
The following table introduces the current directors, all of whom are standing for re-election this year. Directors are elected annually by a majority of votes cast. At the Annual Meeting, proxies cannot be voted for more than nine nominees.
All directors are independent, except Mr. Larsson.
| Director nominee · Age · DirectorSince(Tenure) · Other public company boards · Principal Occupation · % Board & committee meetings attended · Current Committee Memberships | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| A&RM · C · NG&MD · CR | |||||||||
| Ajay Bhalla | 58 | 2022(2) | 0 | Former President, Cyber & Intelligence, Mastercard Incorporated | 100% | ● | |||
| Michael M. Calbert | 61 | 2022(2) | 1 | Chairman of the Board, Dollar General Corporation | 100% | ● | ● | ||
| Brent Callinicos | 58 | 2014 (10) | 2 | Former Chief Operating and Chief Financial Officer, Virgin Hyperloop One; Former Chief Financial Officer, Uber Technologies, Inc. | 93% | ● | ● | ||
| George Cheeks | 59 | 2021(3) | 0 | Member of Office of the CEO, Paramount Global; President and Chief Executive Officer, CBS Entertainment Group | 100% | ● | ● | ||
| Stefan Larsson | 49 | 2021(3) | 0 | Chief Executive Officer, PVH Corp. | 100% | ||||
| G. Penny McIntyre | 62 | 2015 (9) | 0 | Former Chief Executive Officer, Sunrise Senior Living, LLC | 100% | ● | |||
| Amy McPherson | 62 | 2017 (7) | 1 | Principal investor and consultant, Kids Know Best; Retired President and Former Managing Director, Europe, Marriott International, Inc. | 100% | ● | ● | ||
| Allison Peterson | 49 | 2021(3) | 0 | Former Chief Customer Officer, Best Buy Co., Inc. | 100% | ● | ● | ||
| Amanda Sourry (Judith Amanda Sourry Knox) | 60 | 2016 (7) | 1 | Former President, Unilever North America | 100% | ● | ● | ||
| Number of meetings in 2023 | * | 10 | 6 | 5 | 4 | ||||
Committee Key:
A&RM Audit & Risk Management
C Compensation
NG&MD Nominating, Governance & Management Development
CR Corporate Responsibility
Committee Chair
*The Board of Directors held five meetings during 2023.
6 / PVH Corp. 2024 Proxy Statement/Proxy Summary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.