UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 22, 2024, V. F. Corporation (the “Company”) announced the appointment of Paul Vogel as Executive Vice President and Chief Financial Officer and principal financial officer, effective as of July 8, 2024 (the “Effective Date”). In this role, Mr. Vogel will set the Company’s financial strategy for delivering sustainable, profitable growth for its shareholders and lead the Company’s global finance operations. Matthew Puckett will continue to serve as the Company’s Executive Vice President and Chief Financial Officer and principal financial officer until the Effective Date.
Mr. Vogel, 51, most recently served as Chief Financial Officer of Spotify Technology S.A. where he was responsible for overseeing Spotify’s financial affairs. Mr. Vogel has no family relationship to the Company nor to any of its directors or executive officers, and there are no transactions in which Mr. Vogel has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Vogel and any other person pursuant to which Mr. Vogel was appointed as an officer of the Company.
In connection with his appointment as Executive Vice President and Chief Financial Officer, Mr. Vogel will receive an annual base salary of $825,000, a target annual bonus opportunity of 110% of his annual base salary and a target annual long-term incentive opportunity of $3,000,000. The fiscal year 2025 target annual bonus and annual long-term incentive opportunities will be prorated based on the number of days of service. In addition, he will be granted a special sign-on equity award in the form of restricted stock units with an aggregate grant date fair value of $1,500,000, which will vest 100% on the second anniversary of the grant date of such sign-on award, subject to his continued employment through the vesting date. In addition, Mr. Vogel will be eligible to participate in the Company’s health and welfare programs, 401(k) plan, Severance Plan for Section 16 Officers and other programs available to the Company’s senior executives and will be eligible for relocation benefits in accordance with the Company’s relocation policy.
Mr. Vogel is also expected to execute the Company’s forms of Change in Control Agreement and Non-Competition, Non-Solicitation & Confidentiality Agreement for Equity Plan Participants.
A copy of the press release announcing the appointment of Mr. Vogel is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release issued by VF Corporation on May 22, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| V.F. CORPORATION | ||
| By: | /s/ Jennifer S. Sim | |
| Name: | Jennifer S. Sim | |
| Title: | Executive Vice President, General Counsel & Secretary | |
Date: May 22, 2024