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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 17, 2023

 

 

V. F. Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   1-5256   23-1180120

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

1551 Wewatta Street

Denver, Colorado

   80202
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, including Area Code: (720) 778-4000

 

 

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 class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, without par value, stated capital $.25 per share   VFC   New York Stock Exchange
0.625% Senior Notes due 2023   VFC23   New York Stock Exchange
4.125% Senior Notes due 2026   VFC26   New York Stock Exchange
0.250% Senior Notes due 2028   VFC28   New York Stock Exchange
4.250% Senior Notes due 2029   VFC29   New York Stock Exchange
0.625% Senior Notes due 2032   VFC32   New 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. ☐

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

V.F. Corporation (“VF”) held its annual meeting of shareholders (the “Meeting”) on July 25, 2023. At the Meeting, VF shareholders voted on the election of ten directors, whether to approve the compensation of VF’s named executive officers, the frequency of future advisory votes on executive compensation, and the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2024 fiscal year.

The final voting results were as follows:

 

1.

With respect to the election of the nominees as directors of VF, each of the ten nominees were elected based on the votes cast as set forth opposite their names below:

 

Name of Director

    Votes For    Votes Against    Votes
Abstaining		    Broker
Non-Votes

Richard T. Carucci

    255,865,391    8,669,563    20,355,271    48,574,107

Alex Cho

    275,360,163    4,757,737    4,772,325    48,574,107

Juliana L. Chugg

    263,314,465    8,838,702    12,737,058    48,574,107

Benno Dorer

    275,433,065    4,635,993    4,821,167    48,574,107

Mark S. Hoplamazian

    272,075,552    8,714,500    4,100,173    48,574,107

Laura W. Lang

    273,939,895    4,291,507    6,658,823    48,574,107

W. Rodney McMullen

    274,563,582    4,873,320    5,453,323    48,574,107

Clarence Otis, Jr.

    244,250,305    11,659,822    28,980,098    48,574,107

Carol L. Roberts

    279,993,888    3,334,788    1,561,549    48,574,107

Matthew J. Shattock

    267,571,384    4,118,864    13,199,977    48,574,107

 

2.

With respect to the advisory vote to approve named executive officer compensation, the votes were cast for the proposal as set forth below:

Votes For: 252,560,110

Votes Against: 31,835,744

Votes Abstaining: 494,371

Broker Non-Votes: 48,574,107

 

3.

With respect to the advisory vote on the frequency of future advisory votes on executive compensation, the votes were cast for the proposal as set forth below:

Votes For One Year: 280,597,132

Votes For Two Years: 308,410

Votes For Three Years: 3,561,605

Votes Abstaining: 423,078

Broker Non-Votes: 48,574,107

VF will continue to include an advisory vote on executive compensation in its proxy materials every year (the frequency selected by the majority of VF’s shareholders) until the next advisory vote on the frequency of future advisory votes on executive compensation, which will occur no later than VF’s 2029 annual meeting of shareholders.

 

4.

With respect to the proposal to ratify the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2024 fiscal year, the votes were cast for the proposal as set forth below:

Votes For: 306,500,293

Votes Against: 26,417,671

Votes Abstaining: 546,368

Item 8.01.

Other Events.

Effective July 17, 2023 (the “Effective Date”), the VF Board of Directors (the “Board”), upon the recommendation of the Governance and Corporate Responsibility Committee of the Board (the “Governance Committee”), determined that Benno Dorer, who had served as VF’s Interim President and CEO from December 5, 2022 to the Effective Date, is independent in accordance with the listing standards of the New York Stock Exchange and the independence standards in VF’s Corporate Governance Principles. As of the Effective Date, Mr. Dorer was appointed as Chair of the Governance Committee and a member of the Talent and Compensation Committee of the Board and the Executive Committee of the Board, respectively, and ceased to serve as an ex officio member of the Finance Committee of the Board.

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.

 

V.F. CORPORATION
By:  

/s/ Jennifer S. Sim

  Name: Jennifer S. Sim
  Title: Executive Vice President, General Counsel & Secretary

Date: July 27, 2023

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Document and Entity Information
Jul. 17, 2023
Document And Entity Information [Line Items]  
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Entity Central Index Key 0000103379
Document Type 8-K
Document Period End Date Jul. 17, 2023
Entity Incorporation State Country Code PA
Entity File Number 1-5256
Entity Tax Identification Number 23-1180120
Entity Address, Address Line One 1551 Wewatta Street
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80202
City Area Code (720)
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Document And Entity Information [Line Items]  
Security 12b Title 0.625% Senior Notes due 2023
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Security Exchange Name NYSE
M 4.125 Senior Notes Due 2026 [Member]  
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Security Exchange Name NYSE
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Security 12b Title 0.250% Senior Notes due 2028
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Security Exchange Name NYSE
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Security 12b Title 0.625% Senior Notes due 2032
Trading Symbol VFC32
Security Exchange Name NYSE
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