UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 17, 2021

PVH CORP.
(Exact name of registrant as specified in its charter)

Delaware 
001-07572 
13-1166910 
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
   200 Madison Avenue, New York, New York

10016
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (212)-381-3500
Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
   (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $1.00 par value
PVH
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of PVH Corp. (the “Company”) was held on June 17, 2021 (the “2021 Annual Meeting”).  There were present in person or by proxy at the 2021 Annual Meeting holders of 65,068,361 shares of the Company’s common stock.  These shares present represented approximately 91% 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
Brent Callinicos
62,770,454
222,866
36,578
2,038,463
George Cheeks
62,837,303
155,612
36,983
2,038,463
Emanuel Chirico
61,765,527
1,246,165
18,206
2,038,463
Joseph B. Fuller
61,464,072
1,541,372
24,454
2,038,463
Stefan Larsson
62,791,570
204,675
33,653
2,038,463
V. James Marino
62,197,526
796,373
35,999
2,038,463
G. Penny McIntyre
62,770,466
228,009
31,423
2,038,463
Amy McPherson
62,592,372
406,606
30,920
2,038,463
Henry Nasella
61,331,320
1,661,948
36,630
2,038,463
Allison Peterson
62,833,738
165,541
30,619
2,038,463
Edward R. Rosenfeld
62,566,542
431,161
32,195
2,038,463
Amanda Sourry
61,862,176
1,136,418
31,304
2,038,463
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 – 59,982,866; AGAINST – 2,966,430; ABSTAIN – 80,602; and there were 2,038,463 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 – 63,853,266; AGAINST – 1,197,657; and ABSTAIN – 17,438.  There were no broker non-votes for this proposal.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: June 18, 2021
PVH CORP.
 
 
 
By: /s/ Mark D. Fischer
 
Mark D. Fischer
 
Executive Vice President, General Counsel and Secretary