8-K - PVH - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of TheSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported) **** June 18, 2025

PVH CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-07572	13-1166910
(State or other jurisdiction <br><br>of incorporation)	(Commission File Number)	(I.R.S. Employer <br><br>Identification No.)
285 Madison Avenue, New York, New York	10017
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(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<br>Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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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
4.125% Senior Notes due 2029	PVH29	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. o

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 18, 2025 (the “2025 Annual Meeting”). There were present in person or by proxy at the 2025 Annual Meeting holders of 45,226,213 shares of the Company’s common stock. These shares present represented approximately 94% 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:


Jesper Andersen	42,656,535	79,225	58,569	2,431,884
Ajay Bhalla	42,647,952	89,791	56,586	2,431,884
Michael M. Calbert	42,433,013	298,044	63,272	2,431,884
Brent Callinicos	42,136,725	594,447	63,157	2,431,884
George Cheeks	42,632,986	103,573	57,770	2,431,884
Kate Gulliver	42,652,792	86,178	55,359	2,431,884
Stefan Larsson	42,630,781	109,350	54,198	2,431,884
G. Penny McIntyre	42,644,099	94,078	56,152	2,431,884
Amy McPherson	39,736,083	2,946,029	112,217	2,431,884
Amanda Sourry	42,389,790	334,337	70,202	2,431,884

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 – 41,339,242; AGAINST – 1,388,259; ABSTAIN – 66,828; and there were 2,431,884 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 – 43,413,863; AGAINST – 1,726,197; and ABSTAIN – 86,153. 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.

	PVH Corp.
	(Registrant)
Date: June 24, 2025	By:	/s/ Mark D. Fischer
		Name: Mark D. Fischer
		Title: Executive Vice President and Secretary