Pvh Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of ten nominees to the Board of Directors to serve one-year terms.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   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.

3. 3

   Approval of Amendments to the Stock Incentive Plan

   ManagementBoard: FOR

   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.

   More detail

   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.

4. 4

   Ratification of Appointment of Auditors

   ManagementBoard: FOR

   Ratify the Audit & Risk Management Committee’s selection of Ernst & Young LLP as independent auditors for fiscal year 2026.

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When is the Pvh Corp 2026 annual meeting?

Pvh Corp (PVH) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Pvh Corp 2026 meeting?

The record date for the Pvh Corp 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Pvh Corp's 2026 meeting?

The board is presenting 10 director nominees at the Pvh Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Pvh Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Pvh Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.