PVH Corp. amends By-Laws to update proxy rules, reduce board size to 8, and add exclusive forum provision

PVH CORP. /DE/

Board reduced minimum board size from 9 to 8 directors.
Amended advance notice and proxy access provisions to align with SEC universal proxy rules.
Added exclusive forum clause for state corporate law claims in Delaware courts unless company consents otherwise.
Changed quorum for Board meetings from one-third to a majority of directors.
Board and committees may now convene virtually and take action by written consent.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PVH CORP. /DE/: Amended By-Laws to update advance notice and proxy access provisions, address universal proxy rules, and make various governance and housekeeping changes (effective 2024-12-19).

Change: bylaw amendment
Effective: 2024-12-19

Exact text from the filing

On December 19, 2024, in connection with a periodic review of corporate governance matters and the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the “Universal Proxy Rules”), the Board of Directors (the “Board”) of PVH Corp. (the “Company”) amended the Company’s By-Laws, effective immediately.

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PVH CORP. /DE/ filing history →

Source: SEC EDGAR

accession 0000078239-24-000094

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