0000078239FALSE00000782392022-06-212022-06-21

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)
Delaware001-0757213-1166910
    (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
285 Madison Avenue,New York,New York10017
(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 classTrading SymbolName of each exchange on which registered
Common Stock, $1 par valuePVHNew 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:
ForAgainstAbstainBroker Non-Votes
Michael M. Calbert53,659,8171,379,14320,1034,147,091
Brent Callinicos54,883,617155,23320,2134,147,091
George Cheeks54,885,409153,72119,9334,147,091
Joseph B. Fuller52,768,1552,270,99319,9154,147,091
Stefan Larsson54,849,485189,86719,7114,147,091
V. James Marino54,081,307957,81319,9434,147,091
G. Penny McIntyre54,784,365255,55219,1464,147,091
Amy McPherson54,397,848642,09519,1204,147,091
Allison Peterson54,369,992670,21218,8594,147,091
Edward R. Rosenfeld54,105,723933,40519,9354,147,091
Amanda Sourry53,315,7431,723,98819,3324,147,091
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