Independent
Tenure on this board
1.6 yrs
10 nominees · 4 ballot items.
Election of ten directors; advisory approval of executive compensation (say-on-pay); approval of amendments to the Stock Incentive Plan to add shares and change counting for full-value awards; and ratification of Ernst & Young LLP as independent auditors.
Election of ten nominees to the Board of Directors to serve one-year terms.
Non-binding advisory vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement.
The proposal asks stockholders to provide a non-binding advisory approval of NEO compensation as disclosed; management seeks affirmation of its pay-for-performance design, metrics (EBIT, revenue, ROIC, relative TSR), retention and governance features (stock ownership guidelines, clawbacks, independent consultant). The Board recommends FOR because they believe the program aligns pay with company strategy (PVH+ Plan), emphasizes variable and long-term incentives, and has strong governance safeguards; context includes past strong shareholder support (96.8% in 2025). The vote is advisory and will be considered by the Compensation Committee in future decisions.
Approve amendments to the Stock Incentive Plan to increase the share reserve by 1,068,000 shares and change the method of counting shares underlying full-value awards to 1.72 shares per full-value award share.
This management proposal requests shareholder approval to amend the Stock Incentive Plan by (1) increasing the share reserve by 1,068,000 shares to address an insufficient remaining pool and (2) changing the internal counting method for full-value awards so each underlying share counts as 1.72 shares (up from 1.6). Management frames the change as necessary to maintain run-rate for grants over the next ~two years, align with market practice, and preserve flexibility for recruiting and retention. The amendment effectively increases the available award capacity by both expanding the reserve and altering full-value award conversion, which impacts dilution math and burn-rate calculations; management discloses current burn rate (3-year average 1.49%), current available shares (~2.1M as of April 20, 2026), and estimated dilution. The Board recommends FOR citing alignment with compensation competitive practices, plan design features (no evergreen, no repricing without stockholder approval, minimum vesting, clawbacks) and governance safeguards. Analysts should evaluate the aggregate dilution impact, tenure of plan, historic grant practices, and whether the requested increment and counting change reflect a reasonable long-term strategic need versus potential shareholder dilution, especially given management’s stated two-year runway estimate and share usage trends.
Ratify the Audit & Risk Management Committee’s selection of Ernst & Young LLP as independent auditors for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PZENA INVESTMENT MANAGEMENT LLC | 13.4% | 6,138,081 | $411M |
| 2 | VANGUARD GROUP INC | 9.6% | 4,404,806 | $295M |
| 3 | FMR LLC | 6.6% | 3,024,081 | $203M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 6.4% | 2,940,283 | $197M |
| 5 | BlackRock, Inc. | 5.4% | 2,468,201 | $165M |
| 6 | Allspring Global Investments Holdings, LLC | 4.8% | 2,194,804 | $149M |
| 7 | LSV ASSET MANAGEMENT | 4.6% | 2,127,646 | $143M |
| 8 | STATE STREET CORP | 3.3% | 1,530,290 | $103M |
| 9 | AMERICAN CENTURY COMPANIES INC | 3.1% | 1,439,298 | $96M |
| 10 | BlackRock, Inc. | 3.0% | 1,382,779 | $93M |
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