Independent
Tenure on this board
17.4 yrs
11 nominees · 4 ballot items.
Elect 11 directors; advisory vote to approve named executive officer compensation (say-on-pay); ratify PricewaterhouseCoopers LLP as independent auditors; vote on a shareholder proposal requesting a report on Animal-Derived Materials Policy; and transact any other business properly presented.
Elect the board-nominated director nominees to serve until the 2027 Annual Meeting of Shareholders.
Non-binding shareholder vote to approve the compensation of VF’s named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement, including the CD&A and compensation tables. Management seeks shareholder support to validate its pay-for-performance executive compensation structure, which includes base salary, annual cash incentives, long-term RSUs with time-based and relative TSR modifiers, and a unique CEO Performance Award targeted to drive transformation and retention. Management is pursuing approval to demonstrate shareholder endorsement of its compensation decisions and to maintain alignment with governance best practices; the Talent and Compensation Committee will consider the vote outcome in future compensation decisions. The board recommends a FOR vote, arguing that the compensation framework aligns executive incentives with shareholder value creation, balances short- and long-term pay, and includes robust governance safeguards, such as clawbacks, stock ownership guidelines, and independent consultant review.
Ratify PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 2027.
Request that the company report on implementation and progress toward its Policy on Animal-Derived Materials, including assessments of animal welfare outcomes, disclosures of non-compliance, and corrective actions.
This shareholder proposal, submitted by PETA, asks VF to include a detailed report in future sustainability reports on implementation and progress of its Animal-Derived Materials Policy, specifically requesting disclosure of how VF assesses animal welfare outcomes aligned with Five Freedoms and Five Domains, instances of non-compliance, and corrective actions. PETA argues that VF’s current disclosures focus only on percentages from certified sources and fail to report animal welfare outcomes, citing numerous investigations alleging animal abuse in wool, down, cashmere, mohair and alpaca supply chains, and contends that greater transparency would mitigate reputational and supply-chain risks. Management opposes the proposal, asserting VF already has an ADM Policy, sources from certified suppliers, conducts risk assessments and remediation, and that the requested prescriptive, granular reporting would be costly and distract from operational priorities; the Board recommends voting AGAINST the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PNC FINANCIAL SERVICES GROUP, INC. | 18.2% | 71,367,463 | $1.2B |
| 2 | DODGE COX | 8.4% | 33,024,625 | $561M |
| 3 | M Plc | 6.6% | 25,786,464 | $438M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 18,074,302 | $307M |
| 5 | NORTHERN TRUST CORP | 4.4% | 17,352,896 | $295M |
| 6 | BlackRock, Inc. | 4.4% | 17,304,009 | $294M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 16,808,785 | $286M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 3.6% | 14,178,860 | $237M |
| 9 | STATE STREET CORP | 2.8% | 10,976,188 | $186M |
| 10 | BlackRock, Inc. | 2.5% | 9,938,721 | $169M |
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