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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)
July
10, 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 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. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(c) Appointment
of Chief Financial Officer
PVH Corp.
(the “Company”) announced on July 14, 2026 that it had entered into an employment agreement (the “Employment Agreement”)
dated as of July 3, 2026, pursuant to which Alexis Rollier will be appointed to the position of Chief Financial Officer and join the
Company in early September 2026. In his capacity as Chief Financial Officer, Mr. Rollier will replace Melissa Stone, who has served as
the Company’s Interim Chief Financial Officer (principal financial officer) since January 1, 2026 and will continue in this capacity
through and until September 7, 2026. Ms. Stone thereafter will continue in her role as the Company’s Executive Vice President,
Global Financial Planning & Analysis.
Mr. Rollier,
age 57, currently serves as Global Chief Operating Officer and Global Chief Financial Officer for Sephora, part of the LVMH Group, a
role he has held since 2018. During his 14-year tenure with Sephora, Mr. Rollier took on roles of increasing responsibility
including serving as CFO & COO, Americas and later CFO, Europe and Middle East.
There are
no arrangements or understandings between Mr. Rollier and any other person pursuant to which he was selected to be an officer of the
Company, other than the Employment Agreement. Mr. Rollier does not have any family relationship with any director or other executive
officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions
in which Mr. Rollier has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The disclosure
in Item 5.02(e) regarding the Employment Agreement is incorporated by reference into this Item 5.02(c).
(e) Entry
into the Employment Agreement
The following
is a description of the terms and conditions of the Employment Agreement.
The Employment
Agreement provides that Mr. Rollier will serve as Chief Financial Officer of the Company.
Mr. Rollier’s
initial base salary will be $850,000 per annum. The base salary will be subject to annual review and upward adjustment in the discretion
of the Company’s Board of Directors. Mr. Rollier also will be eligible to participate in the Company’s bonus and stock plans
and other incentive compensation programs for similarly situated executives of the Company.
Mr. Rollier
will receive an award for the Company’s 2026 fiscal year under the Company’s Performance Incentive Bonus Plan with a threshold
bonus opportunity equal to 25% of his base salary, a target bonus opportunity equal to 100% of his base salary and a maximum bonus opportunity
equal to 200% of his base salary, prorated for the number of days during the fiscal year that Mr. Rollier is employed by the Company.
Mr. Rollier
will be granted equity awards in respect of the Company’s 2027 fiscal year consisting of:
| ● | performance
stock units (“PSUs”) under the Company’s Stock Incentive Plan, as amended
(the “Stock Incentive Plan”), with a value at target level performance of approximately
$1,150,000, which will vest based on the Company’s performance against the same measures
and on the same weighted basis as the annual PSU awards to be granted in 2027 to similarly
situated executives; and |
| ● | restricted
stock units (“RSUs”) with a value on the grant date of approximately $1,150,000
which will vest at a rate of 25% on each of the first four anniversaries of the grant date. |
All the foregoing
grants will be made in accordance with the Company’s policies and procedures applicable to the type of award.
Mr. Rollier
also will be granted a cash advance of $375,000 to replace the bonus and equity awards held by Mr. Rollier from his current employer
that are due to be paid or vest in 2026 that he forfeits upon his resignation from his current employer (the “Make-Whole Cash Advance”).
The Make-Whole Cash Advance is subject to repayment in the event of a termination of employment for Cause or voluntary resignation by
Mr. Rollier within the 12-month period following Mr. Rollier joining the Company.
Additionally,
Mr. Rollier will be granted (i) one-time sign-on awards of RSUs and PSUs with a grant date value of approximately $400,000 each and (ii)
a make-whole award of RSUs with a grant date value of $275,000, vesting in equal increments over two years (and otherwise subject to
the Company’s standard practices), to replace stock awards held by Mr. Rollier from his current employer that are scheduled to
vest in 2027 and 2028 that he forfeits upon his resignation from his current employer (such total grant, the “Make-Whole RSU Award”).
The Make-Whole RSU Award will vest at a rate of 50% on each of the first two anniversaries of the grant date.
Mr. Rollier
will be eligible to participate in all employee benefit and insurance plans sponsored or maintained by the Company for similarly situated
executives of the Company. Mr. Rollier will be eligible to receive the Company’s standard executive-level relocation benefits,
subject to the terms and conditions of the Company’s relocation policy. In addition, Mr. Rollier will be entitled to reimbursement
of reasonable expenses incurred or paid by Mr. Rollier in the performance of his duties.
The Employment
Agreement sets forth Mr. Rollier’s rights to severance upon termination of employment. Mr. Rollier will be entitled to severance
only if his employment is terminated by the Company without “cause” or if he terminates his employment for “good reason,”
each as defined in the Employment Agreement.
In the event
of a termination of employment without Cause or for Good Reason (other than during the two-year period after a “change in control”
(as defined in the Employment Agreement)), Mr. Rollier will be entitled, subject to executing a release of claims in the Company’s
favor, to an aggregate amount equal to two times the sum of (i) his base salary plus (ii) an amount equal to the bonus that would be
payable if “target” level performance were achieved under the Company’s annual bonus plan (if any) in respect of the
fiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the year
of termination). This amount will be paid in accordance with the Company’s payroll schedule in equal installments during the two-year
period following Mr. Rollier’s termination without Cause or for Good Reason. The Employment Agreement also provides that during
the two-year period following Mr. Rollier’s termination of employment without Cause or for Good Reason (other than during the two-year
period after a change in control), medical, dental, and life insurance coverage will be continued for Mr. Rollier (and his family, to
the extent participating prior to termination of employment), subject to Mr. Rollier executing a release of claims in the Company’s
favor and subject to cessation if he obtains replacement coverage from another employer (although there is no duty to seek employment
or mitigate damages). Mr. Rollier will be required to pay the active employee contribution, if any, for such coverage.
Mr. Rollier
also will be entitled, subject to executing a release of claims in the Company’s favor, to severance upon the termination of his
employment by the Company without Cause or by him for Good Reason within two years after a change in control. In either such case, he
will receive an aggregate amount equal to two times the sum of (i) his base salary plus (ii) an amount equal to the bonus that would
be payable if “target” level performance were achieved under the Company’s annual bonus plan (if any) in respect of
the fiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the
year of termination). This amount will be paid in a lump sum, if the change in control constitutes a “change in the ownership”
or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s
assets” (each within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). The
amount will be paid during the two-year period following Mr. Rollier’s termination of employment without Cause or for Good Reason
in substantially equal payments if the change in control does not constitute a “change in the ownership” or a “change
in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s
assets” under Section 409A of the Code. The Employment Agreement provides that during the two-year period following Mr. Rollier’s
termination of employment without Cause or for Good Reason within two years after a change in control, medical, dental, life and disability
insurance coverages will be continued for Mr. Rollier (and his family, to the extent participating prior to termination of employment),
subject to Mr. Rollier executing a release of claims in the Company’s favor and subject to cessation if he obtains replacement
coverage from another employer (although there is no duty to seek employment or mitigate damages). Mr. Rollier will be required to pay
the active employee contribution, if any, for such coverage.
The Employment
Agreement provides that if Mr. Rollier’s receipt of the severance described above would subject him to the excise tax on excess
parachute payments under Section 4999 of the Code, his severance would be reduced by the amount required to avoid the excise tax if such
a reduction would give Mr. Rollier a better after-tax result than if he had received the full severance amount.
The Employment
Agreement also includes certain restrictive covenants in favor of the Company. The covenants include prohibitions during and following
employment against Mr. Rollier’s use of confidential information, soliciting Company employees for employment by himself or anyone
else, interfering with the Company’s business relationships, and competing against the Company by accepting employment or being
otherwise affiliated with a direct competitor of the Company’s primary businesses or products as of the date of termination.
This
summary of the Employment Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the
full text of the Employment Agreement attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference.
Item
8.01. Other Events.
On
July 14, 2026, the Company issued a press release announcing that Mr. Rollier has been appointed to the role of Executive Vice President,
Chief Financial Officer and will be joining in early September 2026.
The
full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial
Statements And Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 10.1 |
|
Employment Agreement, dated as of July 3, 2026, between PVH Corp. and Alexis Rollier. |
| |
|
|
| 99.1 |
|
Press Release issued by PVH Corp. on July 14, 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.
|
|
| Date: July 14, 2026 |
PVH CORP. |
| |
|
| |
By: |
/s/ Mark D. Fischer |
| |
|
Mark D. Fischer |
| |
|
Executive Vice President, General Counsel and Secretary |
Exhibit 99.1

PVH CORP. APPOINTS ALEXIS ROLLIER AS CHIEF FINANCIAL
OFFICER
| ● | Mr. Rollier brings more than 30 years of global
finance, operations and omni-channel retail experience. |
| ● | He joins PVH from LVMH-owned Sephora, where
he has served as Global Chief Operating Officer and Global Chief Financial Officer since 2018. |
| ● | This appointment further strengthens PVH’s
leadership team, as the company executes its PVH+ Plan to build Calvin Klein and TOMMY HILFIGER into their full potential and drive long-term
growth and shareholder value. |
NEW YORK – July 14, 2026 – PVH Corp. (NYSE: PVH),
home to iconic brands Calvin Klein and TOMMY HILFIGER, today announced that Alexis Rollier has been appointed Chief Financial
Officer, joining in early September 2026. Mr. Rollier will lead PVH’s global finance organization and oversee all aspects of the
company’s financial steering around the world. He will join the PVH Executive Leadership Team and report to Stefan Larsson, Chief
Executive Officer.
Mr. Rollier brings a strong combination of global finance, operations
and omni-channel retail expertise to his new role at PVH. With more than three decades of experience at some of the world’s most
recognizable consumer brands, he joins PVH from Sephora, part of the LVMH Group, where he has served as Global Chief Operating Officer
and Global Chief Financial Officer since 2018. During his 14-year tenure with the global beauty retailer, Mr. Rollier has played a significant
role in scaling the business around the world, delivering outstanding growth, while improving profitability and operating performance.
Stefan Larsson, Chief Executive Officer, PVH Corp. said: “Alexis
is a unique global finance leader, who brings highly relevant expertise across multi-brand and omni-channel retail, deep financial and
operational experience, and a strong track record of driving disciplined growth with profit expansion. As we continue our journey to build
Calvin Klein and TOMMY HILFIGER into their full potential, Alexis’s experience connecting consumer-facing strategies with effective
financial steering will help drive long-term shareholder value.”
Over the course of his career, Mr. Rollier has lived and worked in
both the U.S. and Europe, and has led teams across North America, Europe, the Middle East and Latin America, gaining a deep understanding
of how to manage and grow omni-channel consumer businesses and balance global scale with local market relevance and execution. Prior to
his current role at Sephora, he held senior leadership roles at the company, including CFO for Europe and the Middle East, and CFO and
SVP, Operations Americas. In these roles, Mr. Rollier led major initiatives, including business transformations and capability building
across digital, e-commerce and supply chain. Earlier in his career, he served as Global Chief Financial Officer at Guerlain and held senior
finance roles at Kingfisher and LVMH. He started his career at Arthur Andersen and earned his MBA at ESSEC Business School.
Alexis Rollier, incoming Chief Financial Officer, PVH Corp. said:
“Calvin Klein and TOMMY HILFIGER are two of the most iconic brands in the world, with powerful consumer relevance, and I am energized
by the opportunity to join the PVH team at this important stage of the company’s journey. I look forward to working alongside Stefan
and the PVH leadership team as we focus on capturing opportunities across our global business, and delivering long-term, sustainable value
to our PVH shareholders.”
Mr. Rollier will join PVH in early September 2026 and will succeed
Melissa Stone, Executive Vice President, Global Financial Planning & Analysis (FP&A) who has served as Interim CFO since January
1, 2026. Ms. Stone will work closely with Mr. Rollier to ensure a smooth transition and continue to lead Global FP&A, reporting to
Mr. Rollier.
“I want to thank Melissa for her exceptional partnership over
this interim period,” added Mr. Larsson. “I am looking forward to her continued leadership in FP&A and working
closely with both her and Alexis as we continue to advance our strategic priorities.”
***
About PVH Corp.
PVH is one of the world’s largest fashion companies, driven by
its two iconic brands, Calvin Klein and TOMMY HILFIGER. For more than 140 years, PVH has connected
with and inspired consumers globally and now operates in more than 40 countries worldwide. For more information, visit https://www.pvh.com. Follow
PVH on Instagram and LinkedIn.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995: Forward-looking statements in this press release are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are inherently subject to risks and uncertainties,
many of which cannot be predicted with accuracy, and some of which might not be anticipated, including, without limitation, (i) the Company’s
plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; and (ii)
other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.
The Company does not undertake any obligation to update publicly any
forward-looking statement, whether as a result of the receipt of new information, future events or otherwise.
Investor Contact:
investorrelations@pvh.com
Media Contact:
communications@pvh.com
# # #