Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendments to the Certificate of Incorporation
On June 20, 2019, PVH Corp. (the “Company”) filed an Amended and Restated Certificate of Incorporation. At the Company’s
Annual Meeting of Stockholders held on that date, the Company’s stockholders approved amendments to the Certificate of Incorporation to eliminate the requirement that holders of at least 80% of the outstanding shares of the Company’s common stock
approve (i) certain transactions with certain stockholders and (ii) amendments to the Company’s By-Laws that are submitted to a vote of the stockholders. The Amended and Restated Certificate of Incorporation includes the approved amendments, as well
as consolidates in one instrument all previously approved amendments to the Company’s Certificate of Incorporation.
The Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Report.
Amendment to By-Laws
On June 20, 2019, the Company amended its By-Laws to eliminate the requirement that holders of at least 80% of the
outstanding shares of the Company’s common stock approve amendments to the By-Laws that are submitted to a vote of the stockholders. This amendment was made to conform the By-Laws to the amendment to the Company’s Certificate of Incorporation to
eliminate the requirement of an 80% supermajority vote for stockholders to amend the Company’s By-Laws discussed above.
The Company’s By-Laws, as amended, are attached as Exhibit 3.2 to this Report.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held on June 20, 2019. There were present in person or by proxy
holders of 65,186,650 shares of the Company’s common stock. These shares present represented approximately 86.7% 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-Vote
|
|
Mary Baglivo
|
61,479,610
|
1,166,558
|
123,215
|
2,417,267
|
|
|
Brent Callinicos
|
62,470,985
|
101,695
|
196,703
|
2,417,267
|
|
|
Emanuel Chirico
|
59,805,730
|
2,684,026
|
279,627
|
2,417,267
|
|
|
Juan R. Figuereo
|
62,482,804
|
163,515
|
123,064
|
2,417,267
|
|
|
Joseph B. Fuller
|
59,605,826
|
3,141,410
|
22,147
|
2,417,267
|
|
|
V. James Marino
|
61,612,579
|
1,032,658
|
124,146
|
2,417,267
|
|
|
G. Penny McIntyre
|
62,478,872
|
168,138
|
122,373
|
2,417,267
|
|
|
Amy McPherson
|
62,539,662
|
107,262
|
122,459
|
2,417,267
|
|
|
Henry Nasella
|
59,379,554
|
3,363,742
|
26,086
|
2,417,267
|
|
|
Edward R. Rosenfeld
|
62,408,324
|
260,388
|
100,671
|
2,417,267
|
|
|
Craig Rydin
|
60,469,321
|
2,176,013
|
124,049
|
2,417,267
|
|
|
Amanda Sourry
|
62,277,394
|
368,773
|
123,216
|
2,417,267
|
|
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 – 58,943,107; AGAINST – 3,799,192; ABSTAIN – 27,084; and there were 2,417,267 broker non-votes.
The proposal to approve the amendment to the Company’s Certificate of Incorporation to eliminate the requirement that holders
of at least 80% of the Company’s outstanding shares of common stock approve certain transactions with certain stockholders was approved. The vote was: FOR – 62,502,166; AGAINST – 139,362; ABSTAIN – 127,855; and there were 2,417,267 broker non-votes.
The proposal to approve the amendment to the Company’s Certificate of Incorporation to eliminate the requirement that holders
of at least 80% of the Company’s outstanding shares of common stock approve amendments to the Company’s By-Laws submitted to a vote of the stockholders was approved. The vote was: FOR – 62,501,848; AGAINST – 139,728; ABSTAIN – 127,807; and there
were 2,417,267 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 – 62,293,829; AGAINST – 2,873,393; and ABSTAIN – 19,428. There were no broker non-votes for this proposal.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description