[8-K] PVH CORP. /DE/ Reports Material Event

Rhea-AI Filing Summary

PVH Corp. reported that its Board of Directors amended the company’s By-Laws, effective immediately on March 20, 2026. The key change lowers the ownership threshold for stockholders to request a special meeting to 25% of the outstanding common shares, down from a majority. The amendments also add specific conditions and requirements that stockholders must satisfy when making such a request and revise related provisions to align with the new threshold. The full text of the amended By-Laws is provided as an exhibit, giving investors more detail on how special meetings can now be initiated.

Insights

Corporate governance analyst

PVH lowers the ownership bar for investors to call special meetings.

PVH Corp. has amended its By-Laws so that holders of at least 25% of outstanding common stock can request a special meeting, reduced from a prior majority requirement. This change affects how easily large shareholders can formally raise issues between annual meetings.

The amendments also introduce conditions and procedural requirements that investors must follow when requesting a special meeting, which may influence how frequently such meetings are sought. These governance terms can shape the balance of power between the board and significant stockholders.

Because the effective date is March 20, 2026, the new rules now govern any qualifying special meeting requests. Future company communications and meeting notices will show how these updated By-Law provisions operate in practice.

00000782391/31FALSE00000782392026-03-202026-03-200000078239us-gaap:CommonStockMember2026-03-202026-03-200000078239pvh:A4.125SeniorNotesDue2029Member2026-03-202026-03-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) March 20, 2026

PVH CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-07572

13-1166910

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

285 Madison Avenue,

New York,

New York

10017

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (212)-381-3500

Not Applicable

(Former name or former address, if changed since last report)

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			Name of each exchange on which registered
Common Stock, $1.00 par value			PVH			New York Stock Exchange
4.125% Senior Notes due 2029			PVH29			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. o

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 20, 2026, the Board of Directors of PVH Corp. (the “Company”) amended the Company’s By-Laws, effective immediately.

The amendments primarily relate to the decrease to 25% (from a majority) of the outstanding shares of the Company’s common stock required as the threshold ownership for stockholders to request a special meeting. The amendments include certain conditions and requirements for such stockholders to request such a special meeting and make conforming changes to existing provisions as a result of these changes.

The foregoing description of the amendments to the Company’s By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, as amended, which are attached as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements And Exhibits.

(d) Exhibits.

Exhibit No.			Description of Exhibit
3.1			By-Laws of PVH Corp., as amended through March 20, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

PVH CORP.

(Registrant)

By: /s/ Mark D. Fischer

Name: Mark D. Fischer

Title: Executive Vice President, General

Counsel and Secretary

Date: March 20, 2026

FAQ

What governance change did PVH (PVH) make on March 20, 2026?

PVH’s board amended the company’s By-Laws effective March 20, 2026, mainly lowering the ownership threshold for stockholders to request a special meeting and updating related provisions and conditions governing such requests.

What is the new ownership threshold to call a special meeting at PVH (PVH)?

PVH now requires stockholders owning at least 25% of the company’s outstanding common stock to request a special meeting, reduced from a previous majority requirement, making it easier for sizable holders to seek shareholder meetings between annual gatherings.

Did PVH (PVH) change any other By-Law provisions besides the special meeting threshold?

Yes. Alongside lowering the special meeting threshold, PVH added specific conditions and requirements for stockholders requesting such meetings and made conforming revisions to existing By-Law provisions so that all related rules align with the new standard.

When did PVH’s amended By-Laws become effective?

The amended By-Laws of PVH became effective immediately on March 20, 2026. From that date forward, any qualifying stockholder requests for special meetings are governed by the new 25% ownership threshold and associated procedural conditions.

Where can investors find the full text of PVH’s amended By-Laws?

Investors can review the complete, updated By-Laws of PVH in the document identified as Exhibit 3.1, which contains the By-Laws as amended through March 20, 2026, including the new special meeting ownership threshold and related requirements.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 200.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.0 KB