--- schema_version: "secwatch.filing_event.v1" accession: "0000078239-23-000100" form_type: "8-K" ticker: "PVH" cik: "0000078239" company_name: "PVH CORP. /DE/" filed_at: "2023-06-27T23:59:59+00:00" generated_at: "2026-06-13T16:40:06.353422+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # PVH shareholders approve Stock Incentive Plan amendments adding 2.99M shares ## Summary - Approved 2,989,000 additional shares for issuance under the Stock Incentive Plan. - Full-value awards granted after June 22, 2023 counted as 1.6 shares instead of 2.0. - Advisory say-on-pay passed with 51.5M for (92.5% of votes cast); frequency set to annual. - All 10 director nominees elected; Ernst & Young ratified as auditor for fiscal 2023. - Exculpation provision expanded to specific officers via charter amendment (48.2M for). ## SEC filing metadata - accession: 0000078239-23-000100 - form_type: 8-K - ticker: PVH - cik: 0000078239 - company_name: PVH CORP. /DE/ - filed_at: 2023-06-27T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/78239/000007823923000100/0000078239-23-000100-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/78239/000007823923000100/pvh-20230622.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000078239-23-000100 - JSON: https://secwatch.observer/filing/0000078239-23-000100.json - Plain text: https://secwatch.observer/filing/0000078239-23-000100.txt ## Key facts - Shareholder Votes PVH CORP. /DE/ shareholders approved Election of Directors. - Proposal: director election - Outcome: passed source text: The following directors were elected to serve for a term of one year: For Against Abstain Broker Non-Votes Ajay Bhalla 55,495,596 204,783 20,563 2,874,010 Michael M. Calbert 54,683,860 1,018,793 18,289 2,874,010 Brent Callinicos 55,502,138 199,221 19,583 2,874,010 George Cheeks 54,920,177 781,183 19,582 2,874,010 Stefan Larsson 55,592,368 101,732 26,842 2,874,010 G. Penny McIntyre 55,211,725 491,309 17,908 2,874,010 Amy McPherson 55,061,120 640,478 19,344 2,874,010 Allison Peterson 54,680,002 1,021,630 19,310 2,874,010 Edward R. Rosenfeld 55,281,029 421,732 18,181 2,874,010 Amanda Sourry 54,123,519 1,577,280 20,143 2,874,010 evidence_url: https://www.sec.gov/Archives/edgar/data/78239/000007823923000100/0000078239-23-000100-index.htm - Shareholder Votes PVH CORP. /DE/ shareholders approved The proposal to determine, in a non-binding, advisory vote, whether a stockholder vote to approve the compensation paid to the Company's named executive officers should occur every one, two or three years. - Proposal: say on pay frequency - Outcome: passed source text: The proposal to determine, in a non-binding, advisory vote, whether a stockholder vote to approve the compensation paid to the Company’s named executive officers should occur every one, two or three years received the following votes: ONE YEAR - 53,321,629; TWO YEARS - 9,213; THREE YEARS - 2,366,653; ABSTAIN - 23,447; and there were 2,874,010 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/78239/000007823923000100/0000078239-23-000100-index.htm - Shareholder Votes PVH CORP. /DE/ shareholders approved The proposal for Ernst & Young LLP to serve as the Company's independent auditors for its current fiscal year. - Proposal: auditor ratification - Outcome: passed source text: 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 – 56,269,342; AGAINST – 2,299,055; and ABSTAIN – 26,555. There were no broker non-votes for this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/78239/000007823923000100/0000078239-23-000100-index.htm - Shareholder Votes PVH CORP. /DE/ shareholders approved The proposal to approve, in a non-binding, advisory vote, the compensation paid to the Company's named executive officers. - Proposal: say on pay - Outcome: passed source text: 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 – 51,547,804; AGAINST – 4,018,491; ABSTAIN – 154,647; and there were 2,874,010 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/78239/000007823923000100/0000078239-23-000100-index.htm - Shareholder Votes PVH CORP. /DE/ shareholders approved The proposal to approve the amendment to the Company's Amended and Restated Certificate of Incorporation to expand to specific officers of the Company the existing director exculpation provision. - Proposal: charter amendment - Outcome: passed source text: The proposal to approve the amendment to the Company’s Amended and Restated Certificate of Incorporation to expand to specific officers of the Company the existing director exculpation provision in the Amended and Restated Certificate of Incorporation was approved. The vote was: FOR – 48,159,459; AGAINST – 7,492,901; ABSTAIN – 68,582; and there were 2,874,010 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/78239/000007823923000100/0000078239-23-000100-index.htm - Shareholder Votes PVH CORP. /DE/ shareholders approved The proposal to approve the amendments to the Plan. - Proposal: equity plan - Outcome: passed source text: The proposal to approve the amendments to the Plan was approved. The vote was: FOR – 52,275,757; AGAINST – 3,405,334; ABSTAIN – 39,851; and there were 2,874,010 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/78239/000007823923000100/0000078239-23-000100-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.