[8-K] V.F. Corporation Reports Material Event

Rhea-AI Filing Summary

V.F. Corporation (VFC) filed an 8-K reporting the results of its 22 July 2025 Annual Meeting (Item 5.07).

• Board election – 12 directors re-elected: support ranged from 90.8% (Juliana L. Chugg) to 99.1% (Alexander K. Cho); broker non-votes totaled 57.2 M.
• Say-on-pay: 282.2 M votes for, 11.7 M against, 0.6 M abstentions (≈96% approval).
• Auditor ratification: PricewaterhouseCoopers LLP re-appointed with 325.6 M votes for, 25.3 M against, 0.8 M abstentions (≈92.8% approval).

No other matters were submitted and no extraordinary events were disclosed. The strong majorities suggest continued shareholder confidence in VF’s governance, compensation practices and audit oversight.

Positive

• All 12 directors re-elected with at least ~91% support, underscoring board stability.
• Say-on-pay received ≈96% approval, reducing risk of compensation-related activism.
• PricewaterhouseCoopers LLP ratified by ≈93% vote, reinforcing confidence in audit oversight.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; directors, pay and auditor soundly approved, indicating broad shareholder support and low governance risk.

The meeting produced predictable outcomes: every director secured >90% of votes cast, including newer members, signalling board stability. The advisory say-on-pay garnered ≈96% support, well above the 70% threshold proxy advisors view as acceptable, reducing compensation-related activism risk. Auditor ratification at ≈93% likewise reflects confidence in financial reporting integrity. No shareholder proposals or contested items surfaced. Overall, results are governance-positive but not materially transformative for the equity story.

Portfolio Manager

TL;DR: Strong but routine vote outcomes; no immediate trading catalyst, maintains status quo.

From a portfolio perspective, the filing confirms continuity: incumbent board, unchanged audit firm and affirmed pay structure. While high approval levels remove an overhang of potential governance controversy, they do not alter cash flow, leverage or brand-level execution challenges that drive valuation. Accordingly, I classify the disclosure as neutral for positioning; attention remains on upcoming operating results and strategic initiatives rather than AGM mechanics.

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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 22, 2025

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
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.

On July 22, 2025, V.F. Corporation (“VF”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, VF shareholders voted on the election of twelve directors, the approval of the compensation of VF’s named executive officers, and the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2026 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 twelve 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			272,590,458				21,546,170				399,698				57,212,597
Alexander K. Cho			291,378,995				2,644,914				512,417				57,212,597
Juliana L. Chugg			269,344,503				24,720,719				471,104				57,212,597
Bracken P. Darrell			291,321,822				2,816,492				398,012				57,212,597
Trevor A. Edwards			291,051,924				2,946,570				537,832				57,212,597
Mindy F. Grossman			291,123,005				2,913,824				499,497				57,212,597
Mark S. Hoplamazian			289,322,524				4,781,641				432,161				57,212,597
Laura W. Lang			287,770,480				6,344,259				421,587				57,212,597
Clarence Otis, Jr.			271,078,275				23,030,787				427,264				57,212,597
Carol L. Roberts			289,719,301				4,392,256				424,769				57,212,597
Matthew J. Shattock			270,788,697				23,316,203				431,426				57,212,597
Kirk C. Tanner			291,496,933				2,601,536				437,857				57,212,597

2. With respect to the advisory vote to approve the compensation of VF’s named executive officers, the votes were cast for the proposal as set forth below:

Votes For: 282,190,062

Votes Against: 11,709,574

Votes Abstaining: 636,690

Broker Non-Votes: 57,212,597

3. With respect to the proposal to ratify the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2026 fiscal year, the votes were cast for the proposal as set forth below:

Votes For: 325,619,017

Votes Against: 25,290,896

Votes Abstaining: 839,010

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 24, 2025				By:		/s/ Jennifer S. Sim
						Jennifer S. Sim
						Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

What were the key results of VFC's 2025 Annual Meeting?

Shareholders re-elected all 12 directors, approved executive compensation with ≈96% support and ratified PwC as auditor with ≈93% support.

How did shareholders vote on VFC's executive compensation (say-on-pay)?

Votes For: 282.2 M; Votes Against: 11.7 M; Approval rate ≈96%.

Was PricewaterhouseCoopers LLP retained as VFC's auditor for FY 2026?

Yes. PwC was ratified with 325.6 M votes for and 25.3 M against.

Did any VFC director face significant opposition?

The highest opposition was 24.7 M votes against Juliana L. Chugg (≈8.4% of votes cast), still well below a dissent level of concern.

Are there any material impacts from this 8-K on VFC's financial outlook?

No. The filing only reports shareholder voting results; it contains no new financial guidance or operational changes.