VF Corp Files Additional Proxy Materials

TL;DR

VFC dropped more proxy docs, no fee. Shareholders need to review.

AI Summary

VF Corporation (VFC) has filed a Definitive Additional Materials proxy statement (DEFA14A) on July 10, 2024. This filing is related to the company's proxy materials and does not involve a fee, as indicated by the 'No fee required' checkbox. The filing is for the fiscal year ending March 29, 2024.

Why It Matters

This filing provides supplemental information to shareholders regarding proxy matters, which is crucial for informed voting on corporate governance and other important company decisions.

Risk Assessment

Risk Level: low — This is a routine filing of additional proxy materials, not indicating any immediate financial or operational risks.

Key Numbers

• 20240710 — Filing Date (Date the Definitive Additional Materials were filed with the SEC.)
• 0329 — Fiscal Year End (The end date of VF Corp's fiscal year.)

Key Players & Entities

• V F CORP (company) — Registrant
• VF CORPORATION (company) — Former Company Name
• VANITY FAIR MILLS INC (company) — Former Company Name
• 0000103379 (company) — Central Index Key
• 231180120 (company) — IRS Number
• 1551 WEWATTA STREET (company) — Business Address
• DENVER (company) — Business City
• CO (company) — Business State
• 80202 (company) — Business Zip Code
• (720) 778-4000 (company) — Business Phone

FAQ

Filing Documents

• d650961ddefa14a.htm (DEFA14A) — 27KB
• g650961g0710191655041.jpg (GRAPHIC) — 2KB
• g650961g34k25.jpg (GRAPHIC) — 27KB
• 0001193125-24-177275.txt ( ) — 68KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Rule 14a-12 V. F. CORPORATION (Name of registrant as specified in its charter) (Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Commencing on July 10, 2024, the following supplemental information will be used in communicating with certain shareholders of VF Corporation: Dear Fellow Shareholders, On June 11, 2024, VF Corporation (VF or we) filed a definitive proxy statement (the Proxy Statement) in connection with our 2024 Annual Meeting of Shareholders, to be held on July 23, 2024 (the Annual Meeting). One of the proposals to be voted on by our shareholders at the Annual Meeting and described in our Proxy Statement is the approval of the amendment and restatement of our 1996 Stock Compensation Plan (the 1996 Plan), which amendment includes an increase in the number of shares that may be issued under the 1996 Plan by 53 million shares (subject to adjustment for anti-dilution purposes as provided in the 1996 Plan) (the Equity Plan Proposal). In deciding how to vote on the Equity Plan Proposal, we encourage our shareholders to read the relevant portions of the Proxy Statement and consider the supplemental information below. If our shareholders approve the Equity Plan Proposal, we anticipate that the shares will be sufficient to meet our expected needs for three years and provide a valuable tool for attracting, motivating and retaining talented employees who are needed to help us deliver against our strategic priorities to support VFs turnaround. Due to the critical importance of the Equity Plan Proposal, we wish to reiterate the following key aspects of the rationale underlying the Equity Plan Proposal. I. Why are we asking shareholders to approve the Equity Plan Proposal, which would increase the number of shares that may be issued under the 1996 Plan? II. Why is the number of requested shares reasonable and consistent with market practice? III. What are the implications to VF if shareholders do not approve the Equity Plan Proposal? Our board of directors (the Board) unanimously recommends that you cast your vote FOR the Equity Plan Proposal. I. Why are we asking shareholders to approve the Equity Plan Proposal, which would increase the number of shares that may be issued under the 1996 Plan? VF has carefully monitored the use of shares under the 1996 Plan and has not sought shareholder approval of an increase in the shares authorized under the 1996 Plan since 2015. In addition, the 1996 Plan share reserve was depleted upon the grant of certain equity awards that were made as part of VFs annual grant program on May 28, 2024. Therefore, absent shareholder approval of the Equity Plan Proposal, we will be severely limited in our ability to grant equity awards to our officers, employees and non-employee directors through April 28, 2025, when the authority of the Talent and Compensation Committee (the Committee) to grant awards under the 1996 Plan terminates. Equity awards support our pay for performance philosophy by providing substantial incentive to achieve our business objectives, build shareholder value and effectively align the interests of plan participants with the interests of our shareholders. In fiscal 2024, long-term equity-based incentive award opportunities accounted for approximately 72% of our CEOs target total direct compensation and approximately 60% of our other NEOs target total direct compensation. II. Why is the number of requested shares reasonable and consistent with market practice? The Committee and the Board are focused on the prudent use of equity incentives and carefully considered numerous factors to approve amendments to the 1996 Plan that they believe are reasonable, including the size of the requested additional share pool. As noted above, VF has not sought shareholder approval of an increase in the shares authorized under the 1996 Plan since 2015. In considering the number of additional shares proposed to be authorized under the 1996 Plan, the Committee and the Board considered the potential dilution that would result from the full usage of shares requested for issuance under the 1996 Plan, VFs historical burn rate and the expected plan dura

View Full Filing

View this DEFA14A filing on SEC EDGAR