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.
As disclosed in Item 5.07 below, the shareholders of V.F. Corporation (“VF”) approved the amendment and restatement of the 1996 Stock Compensation Plan (as amended and restated, the “Plan”) at the 2024 Annual Meeting of VF Shareholders (the “Annual Meeting”) on July 23, 2024. The Plan was summarized in VF’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 11, 2024 (the “Proxy Statement”) under the heading “Item No. 3: Proposal to Amend and Restate VF’s 1996 Stock Compensation Plan” and included as Appendix A to the Proxy Statement. The description of the Plan is qualified in its entirety by reference to the actual terms of the Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 23, 2024, VF held the Annual Meeting. At the Annual Meeting, VF shareholders voted on the election of thirteen directors, the approval of the compensation of VF’s named executive officers, the approval of the Plan, and the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2025 fiscal year.
The final voting results were as follows:
| 1. | With respect to the election of the nominees as directors of VF, each of the thirteen nominees were elected based on the votes cast as set forth opposite their names below: |
| Name of Director | Votes For | Votes Against | Votes Abstaining |
Broker Non-Votes |
||||||||||||
| Richard T. Carucci |
273,702,427 | 20,882,221 | 357,838 | 49,562,546 | ||||||||||||
| Alexander K. Cho |
291,719,642 | 2,865,016 | 357,828 | 49,562,546 | ||||||||||||
| Juliana L. Chugg |
265,954,016 | 28,653,949 | 334,521 | 49,562,546 | ||||||||||||
| Bracken P. Darrell |
292,467,788 | 2,135,312 | 339,386 | 49,562,546 | ||||||||||||
| Trevor A. Edwards |
292,443,718 | 2,154,096 | 344,672 | 49,562,546 | ||||||||||||
| Mindy F. Grossman |
293,127,038 | 1,429,204 | 386,244 | 49,562,546 | ||||||||||||
| Mark S. Hoplamazian |
285,641,879 | 8,933,871 | 366,736 | 49,562,546 | ||||||||||||
| Laura W. Lang |
282,093,136 | 12,498,364 | 350,986 | 49,562,546 | ||||||||||||
| W. Rodney McMullen |
291,439,788 | 3,147,844 | 354,854 | 49,562,546 | ||||||||||||
| Clarence Otis, Jr. |
268,545,669 | 26,009,993 | 386,824 | 49,562,546 | ||||||||||||
| Carol L. Roberts |
292,463,329 | 2,130,216 | 348,941 | 49,562,546 | ||||||||||||
| Matthew J. Shattock |
278,850,741 | 15,736,627 | 355,118 | 49,562,546 | ||||||||||||
| Kirk C. Tanner |
292,886,311 | 1,656,915 | 399,260 | 49,562,546 | ||||||||||||
| 2. | With respect to the advisory vote to approve named executive officer compensation, the votes were cast for the proposal as set forth below: |
Votes For: 277,409,357
Votes Against: 17,029,795
Votes Abstaining: 503,334
Broker Non-Votes: 49,562,546
| 3. | With respect to the proposal to approve the Plan, the votes were cast for the proposal as set forth below: |
Votes For: 227,907,314
Votes Against: 66,459,868
Votes Abstaining: 575,304
Broker Non-Votes: 49,562,546
| 4. | With respect to the proposal to ratify the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2025 fiscal year, the votes were cast for the proposal as set forth below: |
Votes For: 321,682,867
Votes Against: 21,841,654
Votes Abstaining: 980,511
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | V.F. Corporation 1996 Stock Compensation Plan, as amended and restated May 14, 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: Chief Legal Officer and Corporate Secretary | ||
Date: July 24, 2024