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4-Traders Homepage  >  Shares  >  Nyse  >  PVH Corp    PVH   US6936561009

PVH CORP (PVH)

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PVH : DE/ : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

06/22/2015 | 04:36pm US/Eastern

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of PVH Corp. (the "Company") held on June 18, 2015 (the "2015 Annual Meeting"), stockholders of the Company approved the proposal to approve the Company's 2006 Stock Incentive Plan, as amended (the "Plan"), which amended the Plan to, among other things, (i) extend the term of the Plan to April 29, 2025, or such earlier date as may be determined by the Company's Board of Directors, and (ii) add 3,000,000 additional shares to the pool of shares of Company Common Stock available for issuance under the Plan.

The Plan is attached as Exhibit 10.1 to this Report and is incorporated herein by reference. A summary description of the plan appears below.

The purposes of the Plan are to induce certain individuals to remain in the employ, or to continue to serve as directors of, or consultants or advisors to, the Company and its present and future subsidiaries, to attract new individuals to enter into such employment or service, and to encourage such individuals to secure or increase on reasonable terms their stock ownership in the Company. The Plan permits the grant of (1) nonqualified stock options, (2) incentive stock options, (3) restricted stock, (4) restricted stock units, (5) stock appreciation rights ("SARs"), (6) performance shares, (7) performance share units, and (8) other stock-based awards (collectively, "Awards"). The Plan will terminate on April 29, 2025 (or such earlier date as may be determined by the Company's Board of Directors).

The Plan is administered by the Compensation Committee of the Company's Board of Directors (or such other committee that the Board may designate from time to time). Subject to the provisions of and limitations set forth in the Plan, the Committee has the authority to (1) select the persons to whom Awards are to be granted, (2) determine whether and to what extent Awards are to be granted, (3) determine the size and type of Awards, (4) approve forms of Award agreements, (5) determine the terms and conditions applicable to Awards, (6) establish performance goals for any performance period and determine whether such goals were satisfied, (7) amend any outstanding Award, (8) construe and interpret the Plan and any Award agreement and apply its provisions, and (9) take any other actions deemed necessary or advisable for the administration of the Plan. The Committee may delegate its authority, to the extent permitted by applicable law, including its authority to grant Awards to participants who are not "insiders" subject to Section 16 of the Securities Exchange Act of 1934 or whose compensation is, or is likely to become, subject to the provisions of Section 162(m) of the Internal Revenue Code of 1986. All decisions, interpretations and other actions of the Committee are final and binding on all persons, including the Company, its subsidiaries, employees, directors, consultants and their estates and beneficiaries.

The number of shares of Common Stock that may be issued under the Plan is 17,436,589. In addition, the Company may transfer 2,089 shares to the Plan that have become available due to the cancellation, termination or expiration of any outstanding options under the Company's prior stock option plans. The shares issued pursuant to Awards may be authorized but unissued shares or treasury shares. For purposes of calculating the usage of shares reserved under the Plan, each share underlying a stock option and a SAR is counted as one share, each share underlying a combination of a SAR and a stock option where the exercise of the stock option or SAR results in cancellation of the other, is counted as one share, and each share underlying a grant of restricted stock, restricted stock units, performance shares, performance share units or other stock-based Award is counted as two shares. The maximum aggregate number of shares with respect to which Awards may be granted in any calendar year to any one participant is 1,000,000.

Under the Plan, the per share exercise price of any option cannot be less than the fair market value of the Common Stock on the date of grant, which is (i) the closing sale price of a share of the Common Stock on the New York Stock Exchange on the date of determination or (ii) if there is no sale of shares on that date, the closing sale price of a share of the Common Stock on the last trading date on which sales were reported on the New York Stock Exchange. Each option granted under the Plan will be evidenced by an Award agreement that will specify the exercise price, the term of the option, the number of shares to which the option pertains, and such other terms and conditions as the Committee determines. In no event will an option granted under the Plan be exercised more than ten years after the date of grant. Optionees will not have any rights to dividend equivalents. Payment for shares issued upon exercise of an option generally may be made in cash, by delivery of shares of Common Stock owned by the optionee, any other method permitted by the Committee, or a combination of any permitted payment method. Each option granted will have a minimum period of restriction of three years, which may at the discretion of the Committee lapse on a prorated, graded or cliff basis, except as otherwise provided in a participant's Award agreement or upon a termination of employment or a participant's "qualifying termination" during the two year period following the occurrence of a "change in control" or "subsidiary disposition" (as such terms are defined in the Plan). However, in no event will the vesting of an Award of stock options occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of Common Stock still available for grant on April 30, 2015.

Each SAR grant will be evidenced by an Award agreement that will specify the exercise price, the term of the SAR and such other terms and conditions as the Committee determines. The grant price of SARs may not be less than 100% of the fair market value of the Common Stock on the date of grant. SARs granted under the Plan expire as determined by the Committee, but in no event later than 10 years from the date of grant. Grantees will not have any rights to dividend equivalents. Upon exercise of a SAR, the holder of the SAR will be entitled to receive payment in an amount equal to the product of (i) the difference between the fair market value of the Common Stock on the date of exercise over the grant price and (ii) the number of shares of Common Stock for which the SAR is exercised. At the discretion of the Committee, payment to the holder of a SAR may be in cash, by delivery of shares of Common Stock owned by the grantee or in some combination thereof. Each SAR granted will have a minimum period of restriction of three years, which may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis, except as otherwise provided in a participant's Award agreement or upon a termination of employment or a participant's qualifying termination during the two year period following the occurrence of a change in control or subsidiary disposition. However, in no event will the vesting of an Award of SARs occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of Common Stock still available for grant on April 30, 2015.

Each restricted stock or restricted stock unit grant will be evidenced by an Award agreement that will specify the periods of restriction, the number of shares of restricted stock granted and such other terms and conditions as the Committee determines. The initial value of a restricted stock unit will equal the fair market value of the Common Stock on the date of grant. Awards of restricted stock and of restricted stock units will have a minimum period of restriction of three years, which may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis, except as otherwise provided in a participant's Award agreement or upon a termination of employment or a participant's qualifying termination during the two year period following the occurrence of a change in control or subsidiary disposition. However, in no event will the vesting of an Award of restricted stock or restricted stock units occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of Common Stock still available for grant on April 30, 2015. In the Committee's discretion, holders of restricted stock may receive cash dividends with respect to all shares held, and holders of restricted stock units may receive dividend equivalents, as provided in the applicable Award agreement. Restricted stock units (and any dividend equivalents) may be settled in shares of Common Stock, cash or a combination thereof, in the Committee's discretion.

Each performance share and performance share unit grant will be evidenced by an Award agreement that will specify the applicable performance period(s) and performance measure(s), the number of performance shares or performance share units granted and such other terms and conditions as the Committee determines. The initial value of performance shares and performance share units . . .

Item 5.07 Submission of Matters to a Vote of Security Holders.

There were present in person or by proxy at the 2015 Annual Meeting holders of 69,195,182 shares of the Company's common stock. These shares present represented approximately 84% of the shares of common stock eligible to be voted at the meeting. The holders of the common stock voted on the matters reported below.

The following directors were elected to serve for a term of one year:

                           For   Against Abstain  Broker Non-Vote

Mary Baglivo 65,959,030 637,360 118,311 2,480,481 Brent Callinicos 66,548,486 41,512 124,703 2,480,481 Emanuel Chirico 65,346,304 1,083,366 285,031 2,480,481 Juan R. Figuereo 66,140,230 456,380 118,091 2,480,481 Joseph B. Fuller 65,235,831 1,354,316 124,554 2,480,481 Fred Gehring 66,408,283 181,591 124,827 2,480,481 V. James Marino 66,109,493 485,012 120,196 2,480,481 G. Penny McIntyre 66,520,046 62,897 131,758 2,480,481 Henry Nasella 65,693,405 903,214 118,082 2,480,481 Edward R. Rosenfeld 66,140,526 455,543 118,632 2,480,481 Craig Rydin 65,867,645 712,016 135,040 2,480,481

The proposal to approve the Plan, as amended, was approved. The vote was: FOR - 62,561,243; AGAINST - 3,561,714; ABSTAIN - 591,636; and there were 2,480,589 broker non-votes.

The proposal to approve, in a non-binding, advisory vote, the compensation paid to the Company's named executive officers was approved. The vote was: FOR - 64,150,283 ; AGAINST - 2,316,774; ABSTAIN - 247,536; and there were 2,480,589 broker non-votes.

The proposal for Ernst & Young LLP to serve as the Company's independent auditors for its current fiscal year was ratified. The vote was: FOR - 67,373,605; AGAINST- 1,632,690; and ASTAIN - 188,887. There were no broker non-votes for this proposal.



Item 9.01           Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.           Description


        10.1 2006 Stock Incentive Plan, as amended through April 30, 2015




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© Edgar Online, source Glimpses

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