VF Corp DEF 14A: Executive Comp & Financials

Ticker: VFC · Form: DEF 14A · Filed: Jun 11, 2024 · CIK: 103379

Sentiment: neutral

Topics: executive-compensation, annual-meeting, corporate-governance

TL;DR

VF Corp DEF 14A out: Executive pay details and financials for FY ending Mar 30, 2024. Check it.

AI Summary

VF Corporation filed a DEF 14A on June 11, 2024, for the fiscal year ending March 30, 2024. The filing details executive compensation, including stock and option awards, and provides financial data for the fiscal years ending March 30, 2024, April 3, 2023, April 1, 2023, and April 2, 2022. The company's principal executive offices are located at 1551 Wewatta Street, Denver, CO 80202.

Why It Matters

This filing provides crucial details on how VF Corporation compensates its top executives and offers a look into the company's financial performance over recent fiscal years, impacting investor decisions.

Risk Assessment

Risk Level: medium — DEF 14A filings are routine disclosures, but the details within can reveal significant information about executive compensation and company performance, which can influence stock price.

Key Numbers

Key Players & Entities

FAQ

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

The primary purpose of this DEF 14A filing is to provide information to shareholders regarding the company's annual meeting, including details on executive compensation, director nominations, and other corporate governance matters.

What fiscal periods are covered by the financial data in this filing?

The filing provides financial data for the fiscal years ending March 30, 2024, April 3, 2023, April 1, 2023, and April 2, 2022.

Where are VF Corporation's principal executive offices located?

VF Corporation's principal executive offices are located at 1551 Wewatta Street, Denver, CO 80202.

When did VF Corporation change its name from VANITY FAIR MILLS INC?

VF Corporation changed its name from VANITY FAIR MILLS INC on May 20, 1969.

Who is mentioned in relation to stock and option awards in the filing?

The filing mentions 'Mr. Rendle' in relation to stock and option awards, specifically regarding changes in fair value of outstanding unvested stock and option awards, and fair value of stock and option awards forfeited.

Filing Stats: 4,381 words · 18 min read · ~15 pages · Grade level 13 · Accepted 2024-06-11 06:16:26

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 34 Compensation Discussion and Analysis 34 Compensation Committee Report 55 Summary Compensation Table 56 2024 Grants of Plan-Based Awards 58 Outstanding Equity Awards at Fiscal Year-End 2024 61 2024 Option Exercises and Stock Vested 64 2024 Pension Benefits Table 65 2024 Nonqualified Deferred Compensation 67 Potential Payments Upon Change in Control, Retirement or Termination of Employment 67 CEO Pay Ratio 71 Pay Versus Performance 72 2024 Equity Compensation Plan Information Table 76

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 77 Item No. 3: PROPOSAL TO AMEND AND RESTATE VF'S 1996 STOCK COMPENSATION PLAN 79 Item No. 4: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 93 Report of the Audit Committee 94 DELINQUENT SECTION 16(A) REPORTS 95 ABOUT THE MEETING 96 GENERAL INFORMATION 99 Other Matters 99 Expenses of Solicitation 99 Shareholder Proposals and Nominations for the 2025 Annual Meeting of Shareholders 99 Table of Contents PROXY SUMMARY This summary highlights certain information in this proxy statement. Please review the complete proxy statement and fiscal 2024 Annual Report before you vote. We encourage you to vote as promptly as possible to ensure that your views are reflected. 2024 Annual Meeting Information Date: July 23, 2024 Time: 10:30 a.m., Mountain Time Location: www.virtualshareholdermeeting.com/VFC2024 Record Date: May 28, 2024 Meeting Agenda and Voting Recommendations PROPOSAL BOARD RECOMMENDATION PAGE NUMBER 1 Elect directors Vote FOR 2 2 Advisory vote to approve compensation of named executive officers Vote FOR 32 3 Approval of an amendment and restatement of the 1996 Stock Compensation Plan Vote FOR 79 4 Ratification of the selection of PricewaterhouseCoopers LLP as VF's independent registered public accounting firm for fiscal 2025 Vote FOR 93 Director Nominees Richard T. Carucci Alexander K. Cho Juliana L. Chugg Bracken Darrell Trevor A. Edwards Mindy F. Grossman Chair President & CEO Mark S. Hoplamazian Laura W. Lang W. Rodney McMullen Clarence Otis, Jr. Carol L. Roberts Matthew J. Shattock Kirk C. Tanner VF at a Glance in Fiscal 2024 $10.5B ~30K ~100 1,185 Revenue Associates around the world Countries where products are sold Owned retail stores VF Corporation 2024 Proxy Statement / i Table of Contents PROXY SUMMARY Corporate G

Executive Compensation Disclosure

Executive Compensation Disclosure Enhanced Disclosure of Director Skills Environmental and Social Responsibility Disclosures Over 70% of outstanding shares contacted in fiscal 2024 Over 40% of outstanding shares met with us ii / VF Corporation 2024 Proxy Statement Table of Contents PROXY SUMMARY

Executive Compensation

Executive Compensation The Talent and Compensation Committee of the Board is guided by executive compensation principles that align with shareholders' interests such as pay for performance. Our executive compensation program uses a mix of base salary, annual cash incentives, stock compensation awards and broad-based benefits to attract and retain highly qualified executives and maintain a strong alignment between executive pay and company performance in order to incentivize long-term value creation. Information regarding our named executive officers' fiscal 2024 compensation is described in the "Executive Compensation" section. Shareholders expressed strong support for our executive compensation program at our 2023 Annual Meeting of Shareholders, with over 88% of the votes cast in favor of our Say-on-Pay proposal. Environmental and Social Responsibility VF has a long-standing commitment to operating responsibly. Our approximately 30,000 employees embrace the opportunity to overcome the challenges of today as they pursue the promise of tomorrow. Below are highlights from VF's fiscal 2023 Environmental & Social Responsibility report – refer to such report for more information. Additional information regarding VF's strategy and actions can be found within our "Responsibility" page on www.vfc.com. VF Corporation 2024 Proxy Statement / iii Table of Contents VF CORPORATION PROXY STATEMENT For the 2024 Annual Meeting of Shareholders This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of VF Corporation (the "Board" or the "VF Board") to be voted at VF's Annual Meeting of Shareholders on July 23, 2024 and any adjournments of the meeting. All share and per share data included in this proxy statement reflect adjustments made in connection with the separation of VF's Jeanswear and VF Outlet TM business on May 22, 2019 (the "Spin-off"). The information contained on vfc.com or any other website referred

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