Ralph Lauren Files 2024 Proxy Statement

Ticker: RL · Form: DEF 14A · Filed: Jun 21, 2024 · CIK: 1037038

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance

Related Tickers: RL

TL;DR

RL just dropped its proxy statement for the annual meeting - time to vote on directors & auditors.

AI Summary

Ralph Lauren Corporation (RL) filed its definitive proxy statement (DEF 14A) on June 21, 2024, for its annual meeting of stockholders. The filing covers the fiscal year ending March 28, 2024, and outlines proposals to be voted on by shareholders, including the election of directors and the ratification of PricewaterhouseCoopers LLP as its independent registered public accounting firm. The company's fiscal year end is March 28.

Why It Matters

This filing provides shareholders with crucial information for voting on company leadership and financial oversight, impacting corporate governance and strategic direction.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that outlines standard corporate governance matters and does not contain new material financial information or significant strategic shifts.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing?

The primary purpose is to provide shareholders with information for the annual meeting, including proposals for the election of directors and the ratification of the independent auditor.

Who is Ralph Lauren Corporation's independent registered public accounting firm?

PricewaterhouseCoopers LLP is proposed to be ratified as Ralph Lauren Corporation's independent registered public accounting firm.

When does Ralph Lauren Corporation's fiscal year end?

Ralph Lauren Corporation's fiscal year ends on March 28.

What is the filing date of this definitive proxy statement?

The definitive proxy statement was filed on June 21, 2024.

What is the Central Index Key (CIK) for Ralph Lauren Corp?

The Central Index Key for Ralph Lauren Corp is 0001037038.

Filing Stats: 4,429 words · 18 min read · ~15 pages · Grade level 17.8 · Accepted 2024-06-21 16:31:13

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 49 DELINQUENT SECTION 16(A) REPORTS 52 DIRECTOR COMPENSATION 53 vi Ralph Lauren 2024 Proxy Statement TABLE OF CONTENTS Contents Stock Ownership Guidelines 53 Director Compensation Table 54 Director Equity Table 55 COMPENSATION DISCUSSION AND ANALYSIS 57 Named Executive Officers 57 Executive Summary 58 Stockholder Feedback and The Talent Committee Response 65

Executive Compensation Governance

Executive Compensation Governance 68 Key Components of Executive Compensation 73 All Other Compensation 80 Executive Stock Ownership Guidelines 81 Related Considerations 82 Talent Committee Report 84

EXECUTIVE COMPENSATION MATTERS

EXECUTIVE COMPENSATION MATTERS 85 Summary Compensation Table 85 Grants of Plan-Based Awards 87 Executive Employment Agreements and Compensatory Arrangements 88 Outstanding Equity Awards at Fiscal Year-End 91 Stock Vested 93 Non-Qualified Deferred Compensation 93 Potential Payments Upon Termination or Change in Control 94 Potential Payments Upon Termination or Change in Control Tables 99 Pay Ratio Disclosure 101 Pay Versus Performance 103 CERTAIN RELATIONSHIPS, TRANSACTIONS, AND LEGAL PROCEEDINGS 107 Registration Rights Agreement 108 Other Agreements, Transactions, and Relationships 108 Legal Proceedings Involving Directors and Executive Officers 109 PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 111 PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION 114 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 115 Ralph Lauren 2024 Proxy Statement vii TABLE OF CONTENTS Contents ADDITIONAL MATTERS 119 Proxy Procedure and Expenses of Solicitation 119 Stockholder Proposals for the 2025 Annual Meeting of Stockholders 119 Delivery of Stockholders' Materials and Householding 120 Other Business 120 APPENDIX A: RALPH LAUREN CORPORATION DEFINITION OF "INDEPENDENT" DIRECTORS 121 APPENDIX B: RECONCILIATION OF CERTAIN NON-U.S. GAAP FINANCIAL MEASURES 123 viii Ralph Lauren 2024 Proxy Statement TABLE OF CONTENTS Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. For more complete information about these topics, please review our Annual Report on Form 10-K for Fiscal 2024 and this entire Proxy Statement. We are mailing the Notice of 2024 Annual Meeting of Stockholders and instructions on how to access this Proxy Statement (or, for those who request it, a hard copy of this Proxy Statement and the enclosed form of proxy) to our stockholders on or about June 21, 2024. ABOUT RALPH LAUREN Ralph Lauren Corporation

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