Form 8-K

 

 

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): April 25, 2017

 

 

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.)

 

105 Corporate Center Boulevard

Greensboro, North Carolina

  27408
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code 336-424-6000

 

 

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))

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.

VF held its annual meeting of shareholders (the “Meeting”) on April 25, 2017. At the Meeting, Juan Ernesto de Bedout did not stand for reelection to the Board of Directors. VF acknowledged the outstanding service rendered by Mr. de Bedout since his election to the Board in 2000. The Board has decreased the size of the Board to thirteen members.

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

At the Meeting, VF shareholders voted on the election of thirteen directors, whether to approve named executive officer compensation, the frequency of future advisory votes on executive compensation, and the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 2017.

The results of the election were as follows:

 

1. With respect to the election of the thirteen nominees as directors of VF, the votes were cast for the nominees as set forth opposite their names below:

 

Name of Director

   Votes For      Votes Withheld      Non Votes  

Richard T. Carucci

     327,289,296        3,190,194        53,202,208  

Juliana L. Chugg

     324,843,054        5,636,436        53,202,208  

Benno Dorer

     328,856,203        1,623,287        53,202,208  

Mark S. Hoplamazian

     327,256,513        3,222,977        53,202,208  

Robert J. Hurst

     323,631,406        6,848,084        53,202,208  

Laura W. Lang

     324,867,387        5,612,103        53,202,208  

W. Alan McCollough

     321,288,216        9,191,274        53,202,208  

W. Rodney McMullen

     311,562,830        18,916,660        53,202,208  

Clarence Otis, Jr.

     320,983,930        9,495,560        53,202,208  

Steven E. Rendle

     329,808,120        671,371        53,202,208  

Carol L. Roberts

     328,882,734        1,596,756        53,202,208  

Matthew J. Shattock

     324,597,345        5,882,145        53,202,208  

Eric C. Wiseman

     322,626,342        7,853,149        53,202,208  

 

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2. With respect to the advisory vote to approve named executive officer compensation, the votes were cast for the proposal as set forth below:

 

Votes For: 302,192,451

Votes Against: 21,089,850

Votes Abstaining: 7,196,708

Non Votes: 53,202,689

 

3.      With respect to the advisory vote on the frequency of future advisory votes on executive compensation:

Votes For One Year: 313,322,379

Votes For Two Years: 1,393,150

Votes For Three Years: 15,377,435

Votes Abstaining: 386,033

Non Votes: 53,202,701

VF will include an advisory vote on executive compensation in its proxy materials every year (the frequency selected by the majority of VF’s shareholders) until the next advisory vote on the frequency of future advisory votes on executive compensation, which will occur no later than VF’s 2023 annual meeting of shareholders.

 

4. With respect to the proposal to ratify the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2017 fiscal year, the votes were cast for the proposal as set forth below:

 

Votes For: 369,141,843

Votes Against: 14,018,104

Votes Abstaining: 521,750

 

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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)
April 26, 2017     By:  

/s/ Laura C. Meagher

      Laura C. Meagher
      Vice President, General Counsel and Secretary

 

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