PVH Corp. Announces 2024 Annual Meeting of Stockholders on June 20

Ticker: PVH · Form: DEF 14A · Filed: May 10, 2024 · CIK: 78239

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Executive Compensation, Director Election, PVH+

TL;DR

<b>PVH Corp. will hold its 2024 Annual Meeting of Stockholders online on June 20, 2024, to vote on directors, executive compensation, and auditor ratification.</b>

AI Summary

PVH CORP. /DE/ (PVH) filed a Proxy Statement (DEF 14A) with the SEC on May 10, 2024. The 2024 Annual Meeting of Stockholders for PVH Corp. will be held online via live webcast on Thursday, June 20, 2024, at 8:45 am EDT. The meeting's agenda includes voting on the election of nine director nominees, an advisory resolution to approve executive compensation, and ratification of auditor appointments. Stockholders of record as of April 22, 2024, are eligible to attend and vote. The company's strategic plan, PVH+, aims to build Calvin Klein and TOMMY HILFIGER into desirable lifestyle brands and enhance PVH's performance. Key growth drivers for PVH+ include winning with superior product, consumer engagement, digitally-led marketplaces, a demand/data-driven operating model, and driving efficiencies.

Why It Matters

For investors and stakeholders tracking PVH CORP. /DE/, this filing contains several important signals. The annual meeting is a critical governance event where shareholders exercise their voting rights on key company leadership and financial matters. The PVH+ strategic plan outlines the company's direction for brand development and market performance, which shareholders will implicitly endorse by voting on executive compensation and directors.

Risk Assessment

Risk Level: — PVH CORP. /DE/ shows moderate risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or material strategic changes, indicating a standard governance process.

Analyst Insight

Review the director nominees and executive compensation proposals to understand management's alignment with shareholder interests.

Key Numbers

Key Players & Entities

FAQ

When did PVH CORP. /DE/ file this DEF 14A?

PVH CORP. /DE/ filed this Proxy Statement (DEF 14A) with the SEC on May 10, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by PVH CORP. /DE/ (PVH).

Where can I read the original DEF 14A filing from PVH CORP. /DE/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by PVH CORP. /DE/.

What are the key takeaways from PVH CORP. /DE/'s DEF 14A?

PVH CORP. /DE/ filed this DEF 14A on May 10, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for PVH Corp. will be held online via live webcast on Thursday, June 20, 2024, at 8:45 am EDT.. The meeting's agenda includes voting on the election of nine director nominees, an advisory resolution to approve executive compensation, and ratification of auditor appointments.. Stockholders of record as of April 22, 2024, are eligible to attend and vote..

Is PVH CORP. /DE/ a risky investment based on this filing?

Based on this DEF 14A, PVH CORP. /DE/ presents a moderate-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or material strategic changes, indicating a standard governance process.

What should investors do after reading PVH CORP. /DE/'s DEF 14A?

Review the director nominees and executive compensation proposals to understand management's alignment with shareholder interests. The overall sentiment from this filing is neutral.

How does PVH CORP. /DE/ compare to its industry peers?

PVH Corp. operates in the apparel and footwear industry, focusing on lifestyle brands like Calvin Klein and Tommy Hilfiger.

Are there regulatory concerns for PVH CORP. /DE/?

This filing is a proxy statement (DEF 14A) under the Securities Exchange Act of 1934, requiring public disclosure of information for shareholder voting.

Industry Context

PVH Corp. operates in the apparel and footwear industry, focusing on lifestyle brands like Calvin Klein and Tommy Hilfiger.

Regulatory Implications

This filing is a proxy statement (DEF 14A) under the Securities Exchange Act of 1934, requiring public disclosure of information for shareholder voting.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Analyze the advisory vote on executive compensation to assess alignment with company performance.
  3. Confirm the ratification of the appointed independent auditor.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a proxy statement for an upcoming annual meeting. It does not contain comparative financial data from a previous filing.

Filing Stats: 4,521 words · 18 min read · ~15 pages · Grade level 15.6 · Accepted 2024-05-10 16:41:28

Key Financial Figures

Filing Documents

Executive Compensation Overview

Executive Compensation Overview 45 Compensation Decisions for 2023 47 Competitive Pay for Performance 56 Compensation Committee Report 63

Executive Compensation Tables

Executive Compensation Tables 64 Summary Compensation Table 64 Grants of Plan-Based Awards 67 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 68 Outstanding Equity at Fiscal Year-End 74 Option Exercises and Stock Vested 75 Pension Benefits 76 Defined Benefit Plans 76 Non-Qualified Deferred Compensation 80 Potential Payments Upon Termination and Change in Control Provisions 81 CEO Pay Ratio 84 Pay Versus Performance Table 85 Equity Compensation Plan Information 88 Proposal 3: Ratification of the Appointment of Auditors 89 Audit Committee Report 90

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 91 5% Stockholders 91 Directors, Nominees for Director, and Executive Officers 92 General Information About the Annual Meeting 94 Exhibit A — Gaap To Non- Gaap Reconciliations A-1 Exhibit B — NEO Employment Agreements B-1 Frequently Referenced Information Demographics of Our Director Nominees 7 Risk Oversight 19 Board Refreshment 23 Director Nominee Skills 24 Governing Documents 32 Human Capital Resources 33 Principal Elements of Our Executive Compensation Program 44 Pay for Performance 54 PVH Performance and Pay Mix Compared to Peer Group 57 CEO Compensation Compared to Total Stockholder Return 58 Fees Paid to Auditors 89 How to Attend the Annual Meeting 94 4 / PVH Corp. 2024 Proxy Statement Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting. Disclosures in this Proxy Statement generally pertain to matters related to our most recently completed fiscal year, which began on January 30, 2023, and ended on February 4, 2024. References to "2023" and other years refer to fiscal years, which are designated by the calendar year in which they begin. The Notice Regarding the Availability of Proxy Materials and the Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about May 10, 2024. The meeting will be held: 8:45 a.m., EDT Thursday, June 20, 2024 Online via live webcast at: Registered Holders at: www.proxydocs.com/pvh Beneficial holders at: www.proxydocs.com/brokers/pvh Record Date April 22, 2024 Voting Stockholders as of the record date are entitled to vote. Each share of our common stock is entitled to one vote. Admission Attendance at the meeting will be limited to holders of record of

Executive Compensation Highlights (page 41)

Executive Compensation Highlights (page 41) Our compensation program is a pay-for-performance model. We believe we should incentivize our executive officers to improve our financial performance, profitably grow our businesses and increase long-term stockholder value — and should reward them based on their success in attaining these objectives. In 2023, we made important improvements to our compensation program so it continues to align executive compensation with both our PVH+ Plan strategy goals and best practices. We added revenue as an additional performance measure in our annual bonus awards. As a result, the financial measures for annual bonuses were corporate (consolidated PVH) EBIT and revenue, and, for NEOs who lead business units, EBIT and revenue for their respective business units. We replaced the earnings performance measure for our PSUs with return on invested capital to focus on building long-term value and to recognize the role of our most senior leaders in influencing capital investment decisions. This meant that PSUs were evenly weighted between a three-year average ROIC performance goal and three-year TSR performance as compared to a custom, industry-appropriate comparator group of companies consistent with our practices since 2021 (the "custom comparator group"). As a result of all these changes, all performance-based incentive awards are subject to different performance measures, and earnings is no longer a factor in both the long-term and short-term incentive awards. We believe this furthers the pay-for-performance intent of the incentive compensation awarded to our executive officers. We granted PSUs to all of our executive officers. In recent years, our executive officers who were not NEOs received all of their equity awards in the form of restricted stock units ("RSUs"). In 2023, awards to these executives were 50% PSUs and 50% RSUs. The 2023 changes to our annual bonus and PSU awards did not change our overall approach to compensatin

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