Independent
Tenure on this board
18.0 yrs
3 nominees · 4 ballot items.
Elect three Class I directors; approve the amended and restated Long-Term Stock Incentive Plan to authorize 750,000 additional shares and permit limited delegation of grant authority; ratify Ernst & Young LLP as independent auditor for fiscal 2026; and cast a non-binding advisory vote to approve executive compensation.
Elect Dennis M. Love, Clyde C. Tuggle and Carol B. Yancey as Class I directors to serve three-year terms expiring in 2029.
Approve the amended and restated LTIP to (i) increase authorized shares by 750,000; (ii) permit limited delegation to the CEO to grant special awards to non-executive employees (up to 25,000 shares per year); and (iii) make other non-material amendments.
This management proposal asks shareholders to approve an amended and restated Long-Term Stock Incentive Plan (LTIP) that would increase the maximum share pool by 750,000 shares and authorize certain limited administrative delegations to management. Management asserts the amendment is intended to preserve equity grant capacity to settle service-based and performance-based RSU awards and to remain competitive for talent in its branded apparel businesses. The Board has emphasized that the company has historically used full-value awards (restricted shares and RSUs) rather than options, and that the LTIP contains governance safeguards such as independent committee administration, no discounted awards, no repricing without shareholder approval, limits on share recycling, minimum one-year vesting, and per-participant annual award caps. The filing presents dilution metrics (an illustrative post-amendment overhang of approximately 8.56%) and multi-year burn rates to justify the requested increase as reasonable relative to historic usage. The proposal also seeks shareholder approval of a delegation framework permitting the compensation committee to delegate authority to the CEO (or other designees) to grant a limited number of special awards to non-executive employees (up to 25,000 shares per year), subject to specified limits and reporting to the committee. Shareholder approval is required to effectuate the share increase; other non-material amendments would become effective regardless. The Board unanimously recommends a vote FOR, arguing the amendment is necessary to settle approved awards, to retain and motivate employees and directors, and because the plan balances competitive equity practices with protections for shareholders. Approving the proposal would authorize the company to issue up to 3,250,000 shares under the LTIP and preserve management flexibility for compensation, while rejection would leave the plan’s current share reserve unchanged and could constrain settlement of awards recently approved by the Board.
Ratify the selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026.
A non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory, non-binding shareholder vote to approve the compensation paid to named executive officers as disclosed in the proxy statement. The resolution is routine for public companies and serves as a mechanism for shareholders to express support or concerns regarding pay practices; it does not change compensation levels directly. Management frames its pay programs as pay-for-performance, combining short-term cash incentives tied to profit-before-tax goals with multi-year, performance- and service-based RSUs tied to relative total shareholder return, as well as stock ownership and clawback policies. The filing notes the Board and compensation committee review peer benchmarking, retained an independent compensation consultant, and made adjustments to incentive structures (including tariff-related adjustments in 2025 and further refinements for 2026) to balance short-term volatility with longer-term strategic operational targets. The vote is advisory and non-binding; the Board will consider shareholder feedback and adjust practices if there is significant opposition, but is not required to change compensation. The Board unanimously recommends a vote FOR, citing alignment of executive incentives with shareholder interests, rigorous governance safeguards, historical shareholder support (over 98% approval in 2025), and ongoing engagement with shareholders as justification.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.3% | 1,533,056 | $52M |
| 2 | FMR LLC | 9.1% | 1,347,370 | $46M |
| 3 | VANGUARD GROUP INC | 6.3% | 942,066 | $32M |
| 4 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 5.1% | 754,762 | $26M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.4% | 649,991 | $22M |
| 6 | AMERICAN CENTURY COMPANIES INC | 4.1% | 603,801 | $21M |
| 7 | STATE STREET CORP | 3.7% | 552,882 | $19M |
| 8 | FMR LLC | 3.6% | 532,496 | $18M |
| 9 | ALLIANCEBERNSTEIN L.P. | 3.4% | 502,839 | $17M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 3.3% | 491,887 | $17M |
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