STOCK TITAN

V.F. Corporation (NYSE: VFC) meeting backs PwC and rejects animal materials proposal

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

V.F. Corporation held its 2026 Annual Meeting of Shareholders on July 28, 2026. Shareholders elected eleven directors to serve until the 2027 annual meeting, with each nominee receiving more votes for than against. For example, Alexander K. Cho received 296,819,259 votes for and 1,877,258 against.

Shareholders approved, on an advisory basis, the compensation of VF’s named executive officers, with 255,317,613 votes for and 42,972,157 against, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2027 fiscal year by 320,023,812 votes for and 29,138,855 against. A shareholder proposal titled “Report on Animal-Derived Materials Policy” was not approved, receiving 4,339,077 votes for and 292,492,329 against.

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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.
Executive compensation votes for 255,317,613 Advisory vote approving compensation of named executive officers
Executive compensation votes against 42,972,157 Advisory vote on named executive officer compensation
Auditor ratification votes for PwC 320,023,812 Ratification of PricewaterhouseCoopers LLP for the 2027 fiscal year
Auditor ratification votes against 29,138,855 Ratification of PricewaterhouseCoopers LLP for the 2027 fiscal year
Animal-derived materials proposal votes for 4,339,077 Shareholder proposal “Report on Animal-Derived Materials Policy”
Animal-derived materials proposal votes against 292,492,329 Shareholder proposal “Report on Animal-Derived Materials Policy”
Votes for Alexander K. Cho 296,819,259 Election of director nominee Alexander K. Cho
Annual Meeting of Shareholders regulatory
"On July 28, 2026, V.F. Corporation held its 2026 Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
named executive officers financial
"the approval, on an advisory basis, of the compensation of VF’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm regulatory
"the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Broker Non-Votes financial
"Broker Non-Votes | | | 50,716,405"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 ... Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did VFC shareholders approve at the 2026 Annual Meeting?

Shareholders approved all management proposals, including eleven director elections, an advisory vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2027 fiscal year.

How did VFC shareholders vote on executive compensation in 2026?

The advisory vote on VFC’s named executive officer compensation passed with 255,317,613 votes for, 42,972,157 against, and 727,860 abstentions, plus 50,716,405 broker non-votes, indicating shareholder support for the company’s executive pay program.

Which auditor did VFC shareholders ratify for fiscal 2027?

Shareholders ratified PricewaterhouseCoopers LLP as VFC’s independent registered public accounting firm for the 2027 fiscal year, with 320,023,812 votes for, 29,138,855 against, and 571,368 abstentions, confirming continued use of PwC as external auditor.

What happened to VFC’s shareholder proposal on animal-derived materials?

The shareholder proposal titled “Report on Animal-Derived Materials Policy” was not approved, receiving 4,339,077 votes for, 292,492,329 against, 2,186,224 abstentions, and 50,716,405 broker non-votes, showing limited support among voting shareholders.

Did all VFC director nominees get elected at the 2026 meeting?

Yes. All eleven nominees, including Bracken P. Darrell and Kirk C. Tanner, were elected to serve until the 2027 Annual Meeting, each receiving more votes for than against, with additional broker non-votes recorded on the director elections.

How strong was support for VFC director nominee Alexander K. Cho?

Director nominee Alexander K. Cho received 296,819,259 votes for, 1,877,258 against, and 321,113 abstentions, along with 50,716,405 broker non-votes, indicating substantial shareholder backing for his election to the board.
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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 28, 2026

 

 

V.F. Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Pennsylvania   1-5256   23-1180120
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1551 Wewatta Street  
Denver, Colorado   80202
(Address of Principal Executive Offices)   (Zip Code)

(720) 778-4000

(Registrant’s telephone number, including area code)

 

 

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
0.250% 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.

On July 28, 2026, V.F. Corporation (“VF”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, VF shareholders voted on the election of eleven directors, the approval, on an advisory basis, of the compensation of VF’s named executive officers, the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2027 fiscal year, and the shareholder proposal titled “Report on Animal-Derived Materials Policy.” The final voting results are reported below.

Proposal 1: Each of the eleven nominees were elected to serve until the 2027 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified based on the following vote:

 

Director Nominees

   Votes For      Votes Against      Votes
Abstaining
     Broker
Non-Votes
 

Richard T. Carucci

     270,412,636        28,322,648        282,346        50,716,405  

Alexander K. Cho

     296,819,259        1,877,258        321,113        50,716,405  

Juliana L. Chugg

     265,078,176        33,663,837        275,617        50,716,405  

Bracken P. Darrell

     296,600,550        1,923,957        493,123        50,716,405  

Trevor A. Edwards

     294,553,804        4,137,058        326,768        50,716,405  

Mindy F. Grossman

     252,284,427        46,385,420        347,783        50,716,405  

Mark S. Hoplamazian

     288,868,262        9,849,803        299,565        50,716,405  

Laura W. Lang

     267,564,772        31,174,341        278,517        50,716,405  

Carol L. Roberts

     291,119,882        7,619,907        277,841        50,716,405  

Matthew J. Shattock

     266,163,095        32,564,402        290,133        50,716,405  

Kirk C. Tanner

     297,103,323        1,619,640        294,667        50,716,405  

Proposal 2: The shareholders approved, on an advisory basis, the compensation of VF’s named executive officers. based on the following vote:

 

Votes For:

     255,317,613  

Votes Against:

     42,972,157  

Votes Abstaining:

     727,860  

Broker Non-Votes:

     50,716,405  

Proposal 3: The shareholders approved the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2027 fiscal year based on the following vote:

 

Votes For:

     320,023,812  

Votes Against:

     29,138,855  

Votes Abstaining:

     571,368  

Proposal 4: The shareholders did not approve the shareholder proposal titled “Report on Animal-Derived Materials Policy” based on the following vote:

 

Votes For:

     4,339,077  

Votes Against:

     292,492,329  

Votes Abstaining:

     2,186,224  

Broker Non-Votes:

     50,716,405  

 


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
        (Registrant)
Date: July 30, 2026     By:  

/s/ Jennifer S. Sim

            Jennifer S. Sim
            Executive Vice President, Chief Legal Officer and
Corporate Secretary

Filing Exhibits & Attachments

4 documents