PVH Board Gets Strong Backing as Shareholders Approve All Proposals

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PVH held its Annual Meeting of Stockholders on June 18, 2025, with 94% of eligible shares represented (45,226,213 shares). Key voting outcomes include:

All ten director nominees were successfully elected to one-year terms, with most receiving strong support above 42 million votes. Notable exception was Amy McPherson, who received 39.7 million votes in favor with significant opposition of 2.9 million votes against
Shareholders approved the non-binding advisory vote on executive compensation ("Say-on-Pay") with 41.3 million votes in favor (95.7% of votes cast)
Ernst & Young LLP was ratified as independent auditor with 43.4 million votes in favor (96% of votes cast)

The meeting demonstrated strong shareholder engagement and broad support for management proposals, though with some notable dissent regarding one board member. The company's governance matters received overwhelming approval from voting shareholders.

Positive

Strong shareholder participation with 94% of eligible shares voted at Annual Meeting
All director nominees received overwhelming approval with most receiving over 90% of votes in favor
Executive compensation proposal approved by significant majority (41.3M FOR vs 1.4M AGAINST)
Ernst & Young LLP ratified as independent auditors with strong support (43.4M FOR vs 1.7M AGAINST)

Negative

Director Amy McPherson received notably lower approval rate with significant against votes (2.9M) compared to other directors

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

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Accepted by SEC EDGAR 06/24/2025 - 04:15 PM

FAQ

What was the voter turnout at PVH's 2025 Annual Meeting?

At PVH's 2025 Annual Meeting held on June 18, 2025, holders of 45,226,213 shares were present in person or by proxy, representing approximately 94% of the shares eligible to be voted.

How did shareholders vote on PVH's executive compensation (say-on-pay) in 2025?

The say-on-pay proposal was approved with 41,339,242 votes FOR, 1,388,259 votes AGAINST, and 66,828 ABSTAIN votes. There were 2,431,884 broker non-votes. This indicates strong shareholder support for PVH's executive compensation practices.

Was Ernst & Young approved as PVH's auditor for 2025?

Yes, shareholders ratified Ernst & Young LLP as PVH's independent auditors with 43,413,863 votes FOR, 1,726,197 votes AGAINST, and 86,153 ABSTAIN votes. This proposal received no broker non-votes.

Which PVH director received the highest shareholder support in the 2025 election?

Jesper Andersen received the highest number of 'For' votes among all directors with 42,656,535 votes in favor, followed closely by Kate Gulliver with 42,652,792 votes.

Who was the least supported director in PVH's 2025 board election?

Amy McPherson received the lowest support among directors with 39,736,083 'For' votes and notably higher 'Against' votes at 2,946,029, though she was still successfully elected to the board.

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) June 18, 2025

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 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of PVH Corp. (the “Company”) was held on June 18, 2025 (the “2025 Annual Meeting”). There were present in person or by proxy at the 2025 Annual Meeting holders of 45,226,213 shares of the Company’s common stock. These shares present represented approximately 94% of the shares of common stock eligible to be voted at the meeting. The holders of the common stock voted on the matters reported below.

The following directors were elected to serve for a term of one year:

	For		Against		Abstain		Broker Non-Votes
Jesper Andersen		42,656,535		79,225		58,569		2,431,884
Ajay Bhalla		42,647,952		89,791		56,586		2,431,884
Michael M. Calbert		42,433,013		298,044		63,272		2,431,884
Brent Callinicos		42,136,725		594,447		63,157		2,431,884
George Cheeks		42,632,986		103,573		57,770		2,431,884
Kate Gulliver		42,652,792		86,178		55,359		2,431,884
Stefan Larsson		42,630,781		109,350		54,198		2,431,884
G. Penny McIntyre		42,644,099		94,078		56,152		2,431,884
Amy McPherson		39,736,083		2,946,029		112,217		2,431,884
Amanda Sourry		42,389,790		334,337		70,202		2,431,884

The proposal to approve, in a non-binding, advisory vote, the compensation paid to the Company’s named executive officers was approved. The vote was: FOR – 41,339,242; AGAINST – 1,388,259; ABSTAIN – 66,828; and there were 2,431,884 broker non-votes.

The proposal for Ernst & Young LLP to serve as the Company’s independent auditors for its current fiscal year was ratified. The vote was: FOR – 43,413,863; AGAINST – 1,726,197; and ABSTAIN – 86,153. There were no broker non-votes for this proposal.

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)

Date: June 24, 2025	By:	/s/ Mark D. Fischer
		Name: Mark D. Fischer
		Title: Executive Vice President and Secretary

Source: View Original Filing on SEC EDGAR