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[8-K] PVH Corp. Reports Material Event

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(Neutral)
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(Neutral)
Form Type
8-K
Rhea-AI Filing Summary

PVH held its Annual Meeting of Stockholders on June 18, 2025, with 94% of eligible shares represented (45,226,213 shares). Key voting outcomes include:

  • All ten director nominees were successfully elected to one-year terms, with most receiving strong support above 42 million votes. Notable exception was Amy McPherson, who received 39.7 million votes in favor with significant opposition of 2.9 million votes against
  • Shareholders approved the non-binding advisory vote on executive compensation ("Say-on-Pay") with 41.3 million votes in favor (95.7% of votes cast)
  • Ernst & Young LLP was ratified as independent auditor with 43.4 million votes in favor (96% of votes cast)

The meeting demonstrated strong shareholder engagement and broad support for management proposals, though with some notable dissent regarding one board member. The company's governance matters received overwhelming approval from voting shareholders.

Positive
  • Strong shareholder participation with 94% of eligible shares voted at Annual Meeting
  • All director nominees received overwhelming approval with most receiving over 90% of votes in favor
  • Executive compensation proposal approved by significant majority (41.3M FOR vs 1.4M AGAINST)
  • Ernst & Young LLP ratified as independent auditors with strong support (43.4M FOR vs 1.7M AGAINST)
Negative
  • Director Amy McPherson received notably lower approval rate with significant against votes (2.9M) compared to other directors
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) June 18, 2025

 

PVH CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-07572   13-1166910
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

285 Madison Avenue, New York, New York   10017
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (212)-381-3500

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, $1.00 par value   PVH   New York Stock Exchange
4.125% Senior Notes due 2029   PVH29   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Stockholders of PVH Corp. (the “Company”) was held on June 18, 2025 (the “2025 Annual Meeting”). There were present in person or by proxy at the 2025 Annual Meeting holders of 45,226,213 shares of the Company’s common stock. These shares present represented approximately 94% of the shares of common stock eligible to be voted at the meeting. The holders of the common stock voted on the matters reported below.

 

The following directors were elected to serve for a term of one year:

 

   For   Against   Abstain   Broker Non-Votes 
Jesper Andersen   42,656,535    79,225    58,569    2,431,884 
Ajay Bhalla   42,647,952    89,791    56,586    2,431,884 
Michael M. Calbert   42,433,013    298,044    63,272    2,431,884 
Brent Callinicos   42,136,725    594,447    63,157    2,431,884 
George Cheeks   42,632,986    103,573    57,770    2,431,884 
Kate Gulliver   42,652,792    86,178    55,359    2,431,884 
Stefan Larsson   42,630,781    109,350    54,198    2,431,884 
G. Penny McIntyre   42,644,099    94,078    56,152    2,431,884 
Amy McPherson   39,736,083    2,946,029    112,217    2,431,884 
Amanda Sourry   42,389,790    334,337    70,202    2,431,884 

 

The proposal to approve, in a non-binding, advisory vote, the compensation paid to the Company’s named executive officers was approved. The vote was: FOR – 41,339,242; AGAINST – 1,388,259; ABSTAIN – 66,828; and there were 2,431,884 broker non-votes.

 

The proposal for Ernst & Young LLP to serve as the Company’s independent auditors for its current fiscal year was ratified. The vote was: FOR – 43,413,863; AGAINST – 1,726,197; and ABSTAIN – 86,153. There were no broker non-votes for this proposal.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

     
  PVH Corp.
  (Registrant)
     
Date:  June 24, 2025 By:  /s/ Mark D. Fischer
    Name: Mark D. Fischer
    Title: Executive Vice President and Secretary

 

 

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FAQ

What was the voter turnout at PVH's 2025 Annual Meeting?

At PVH's 2025 Annual Meeting held on June 18, 2025, holders of 45,226,213 shares were present in person or by proxy, representing approximately 94% of the shares eligible to be voted.

How did shareholders vote on PVH's executive compensation (say-on-pay) in 2025?

The say-on-pay proposal was approved with 41,339,242 votes FOR, 1,388,259 votes AGAINST, and 66,828 ABSTAIN votes. There were 2,431,884 broker non-votes. This indicates strong shareholder support for PVH's executive compensation practices.

Was Ernst & Young approved as PVH's auditor for 2025?

Yes, shareholders ratified Ernst & Young LLP as PVH's independent auditors with 43,413,863 votes FOR, 1,726,197 votes AGAINST, and 86,153 ABSTAIN votes. This proposal received no broker non-votes.

Which PVH director received the highest shareholder support in the 2025 election?

Jesper Andersen received the highest number of 'For' votes among all directors with 42,656,535 votes in favor, followed closely by Kate Gulliver with 42,652,792 votes.

Who was the least supported director in PVH's 2025 board election?

Amy McPherson received the lowest support among directors with 39,736,083 'For' votes and notably higher 'Against' votes at 2,946,029, though she was still successfully elected to the board.
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3.13B
47.60M
0.73%
107.35%
5.35%
Apparel Manufacturing
Men's & Boys' Furnishgs, Work Clothg, & Allied Garments
United States
NEW YORK