PVH CORP. /DE/
For the period ended Jun 18, 2026. Filed May 8, 2026.
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Jun 18, 2026 · Filed May 8, 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 their full potential 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 2026
Annual Meeting of Stockholders
| The meeting will be held: Thursday, June 18, 20268:45 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 ten nominees for director to serve a one-year term 2 Vote on an advisory resolution to approve our executive compensation 3 Vote to approve amendments to our Stock Incentive Plan to increase the number of shares available for issuance under the Plan and modify the method of counting shares underlying full value awards for the purpose of the limits on awards that may be granted under the Plan 4 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 20, 2026, 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 20, 2026. 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 18, 2026. 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 the 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 100. By Order of the Board of Directors, Mark D. FischerSecretaryNew York, New YorkMay 8, 2026 | |
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| 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 18, 2026: Our Annual Report to Stockholders for our fiscal year ended February 1, 2026, the Proxy Statement, and all other proxy materials are available at www.proxydocs.com/pvh. | ||
PVH Corp. 2026 Proxy Statement /1
Dear Fellow Stockholders
Stefan Larsson
Stefan Larsson, Chief Executive Officer
May 8, 2026
Dear Fellow Stockholders,
In 2025, we made meaningful progress on our multi-year journey to build Calvin and TOMMY into their full potential, and position PVH as one of the highest performing brand groups in our sector. While we still have work to do, I’m excited about the opportunities ahead.
Despite an uneven consumer and macroeconomic environment, we delivered a strong finish to the year, driven by the continued disciplined execution of our PVH+ Plan. We returned to revenue growth for the year, as planned, and delivered a non-GAAP operating margin of 8.8%*, including a negative 80 basis point impact from gross tariffs.
We generated over 200 basis points of annualized cost savings, and we further strengthened our supply chain, ending the year in a good inventory position and positioning us well for Spring 2026.
We also returned over $560 million of capital through stock repurchases, underscoring our belief in our long-term value creation potential.
At the core of our performance is the strength of our two iconic global brands. Throughout the year, we further sharpened our focus on product, marketing and marketplace execution, driving consumer engagement and cultural relevance into commercial success. For Calvin Klein, innovation in underwear and denim — supported by powerful global campaigns with superstars Bad Bunny and ROSALÍA — drove growth in these core franchises. Calvin also returned to the runway in 2025, creating a strong brand halo, and we opened new flagship stores in Tokyo and New York City.
For TOMMY HILFIGER, we brought the brand’s classic American Cool DNA to life through impactful cultural moments, including F1® The Movie, a new partnership with Cadillac Formula 1® and our first football partnership with Liverpool Football Club, driving strong consumer engagement globally. We also further improved our e-commerce experience, opened new stores globally, and in wholesale we unveiled our new shop-in-shop concept at the iconic Galeries Lafayette in Paris.
In the Americas, we delivered mid-single-digit top-line growth, driven by our wholesale channel and strength in our e-commerce business; in Asia, we delivered sequential improvements in our top-line performance each quarter over the course of the year; and in Europe, we delivered sequentially improving order books each season in wholesale, returning to growth beginning with our Fall ‘25 season.
2 / PVH Corp. 2026 Proxy Statement
I would like to take a moment to reflect on the progress we’ve made through our multi-year PVH+ Plan journey. Since 2022, we have navigated a series of external headwinds and we have delivered significant operational progress across all five critical areas of the PVH+ Plan:
Winning with our hero products and key growth categories;
Driving strong consumer engagement with a full-funnel 360 approach;
Strengthening our distribution in the marketplace, by deepening our partnerships with key wholesale partners and expanding our DTC business;
Building a global, more demand-driven operating model; and
Driving operational efficiencies to power our investments in growth and marketing.
We divested non-core businesses, focusing 100% of our attention behind Calvin and TOMMY and, on an underlying basis, we have grown those brands at a low-single-digit CAGR in constant currency since 2021.
Across our regions, we increased our Americas profitability to double digits, excluding tariffs; drove higher quality of sales through our initiative in Europe; and in APAC, we drove a mid-single-digit growth CAGR in constant currency over the period. We also announced a new collaboration with OpenAI to accelerate our goal of becoming a more data and demand-driven company.
What is most exciting about the journey ahead of us is the strength we have built with our consumers, especially with some of the most important consumer segments in the market. Our most recent consumer research confirms that Calvin and TOMMY are two of the most recognized and loved brands globally — particularly with Gen Z and younger Millennial consumers — and have clear product authority in some of the biggest and growing categories in the market. This is a result of our multi-year work to ignite Calvin and TOMMY’s brand DNA and make them even more relevant for today.
We are entering 2026 with positive momentum and remain focused on driving sustainable, profitable growth. While the macro environment remains uneven, our strategy is clear: to build on the strong foundation we have created to unlock the full potential of Calvin Klein and TOMMY HILFIGER and deliver long-term value to our stockholders.
Thank you for your partnership on this journey.
Sincerely,
Stefan Larsson, Chief Executive Officer
*Reconciliations to GAAP amounts appear on Exhibit A
DEAR FELLOW STOCKHOLDERS / PVH Corp. 2026 Proxy Statement /3
Table of Contents
| Notice of 2026 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 |
| Director Qualifications | 26 |
| Identifying Potential New Directors | 26 |
| Proxy Access | 26 |
| Mandatory Retirement | 26 |
| Stockholder Engagement | 26 |
| Director On-Boarding | 27 |
| Ongoing Director Education | 27 |
| 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 |
| Insider Trading Policy | 32 |
| Governing Documents | 32 |
| How to Contact the Board | 33 |
| Values, Governance, Human Capital Resources, Corporate Responsibility and Political and Lobbying Activities | 33 |
| Director Compensation | 35 |
| Annual Retainers | 35 |
| Stock Ownership Guidelines | 35 |
| 2025 Compensation | 36 |
| Proposal 2: Advisory Vote on Executive Compensation | 37 |
| Compensation Discussion & Analysis | 38 |
| 2025 Compensation Highlights | 40 |
| 2025 Executive Compensation Program | 43 |
| Executive Compensation Overview | 44 |
| Compensation Decisions for 2025 | 46 |
| Competitive Pay for Performance | 53 |
| Compensation Committee Report | 59 |
| Executive Compensation Tables | 60 |
| Summary Compensation Table | 60 |
|---|---|
| Grants of Plan-Based Awards | 63 |
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 64 |
| Outstanding Equity at Fiscal Year-End | 69 |
| Option Exercises and Stock Vested | 71 |
| Pension Benefits | 71 |
| Defined Benefit Plans | 72 |
| Non-Qualified Deferred Compensation | 75 |
| Potential Payments Upon Termination and Change in Control Provisions | 77 |
| CEO Pay Ratio | 80 |
| Pay Versus Performance Table | 81 |
| Equity Compensation Plan Information | 84 |
| Proposal 3: Approval of Amendments to Stock Incentive Plan | 85 |
| Proposal 4: Ratification of the Appointment of Auditors | 94 |
| Audit Committee Report | 95 |
| Security Ownership of Certain Beneficial Owners and Management | 96 |
| 5% Stockholders | 96 |
| Directors, Nominees for Director, and Executive Officers | 97 |
| Delinquent Section 16(a) Reports | 99 |
| General Information About the Annual Meeting | 100 |
| Exhibit A — Gaap To Non-Gaap Reconciliations | A-1 |
| Exhibit B — NEO Employment Agreements | B-1 |
| Exhibit C — Stock Incentive Plan (as Proposed to be Amended) | C-1 |
| Frequently Referenced Information | |
| Risk Oversight | 19 |
| Board Refreshment | 23 |
| Director Nominee Skills | 24 |
| Governing Documents | 32 |
| Human Capital Resources | 33 |
| Elements of Our Executive Compensation Program | 44 |
| Pay for Performance | 52 |
| PVH Performance and Pay Mix Comparedto Peer Group | 54 |
| CEO Compensation Compared to TotalStockholder Return | 54 |
| Fees Paid to Auditors | 94 |
| How to Attend the Annual Meeting | 100 |
4 / PVH Corp. 2026 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.