8-K

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 21, 2022

PVH CORP. /DE/

(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 par value	PVH	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 16, 2022 (the “2022 Annual Meeting”). There were present in person or by proxy at the 2022 Annual Meeting holders of 59,206,154 shares of the Company’s common stock. These shares present represented approximately 88% 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
Michael M. Calbert	53,659,817	1,379,143	20,103	4,147,091
Brent Callinicos	54,883,617	155,233	20,213	4,147,091
George Cheeks	54,885,409	153,721	19,933	4,147,091
Joseph B. Fuller	52,768,155	2,270,993	19,915	4,147,091
Stefan Larsson	54,849,485	189,867	19,711	4,147,091
V. James Marino	54,081,307	957,813	19,943	4,147,091
G. Penny McIntyre	54,784,365	255,552	19,146	4,147,091
Amy McPherson	54,397,848	642,095	19,120	4,147,091
Allison Peterson	54,369,992	670,212	18,859	4,147,091
Edward R. Rosenfeld	54,105,723	933,405	19,935	4,147,091
Amanda Sourry	53,315,743	1,723,988	19,332	4,147,091

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 – 50,590,959; AGAINST – 4,318,601; ABSTAIN – 149,503; and there were 4,147,091 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 – 56,800,641; AGAINST – 2,389,372; and ABSTAIN – 16,141. There were no broker non-votes for this proposal.

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.

By: /s/ Mark D. Fischer

Mark D. Fischer

Executive Vice President, General Counsel and

Secretary

Date: June 21, 2022

XML

Document and Entity Information Document	Jun. 21, 2022
Cover Page [Abstract]
Document Type	8-K
Document Period End Date	Jun. 21, 2022
Entity Registrant Name	PVH CORP. /DE/
Entity Incorporation, State or Country Code	DE
Entity File Number	001-07572
Entity Tax Identification Number	13-1166910
Entity Address, Address Line One	285 Madison Avenue,
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	381-3500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1 par value
Trading Symbol	PVH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000078239
Amendment Flag	false