8-K
V F CORP (VFC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 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): April 19, 2021
| V. F. Corporation | ||
|---|---|---|
| (Exact Name of Registrant as Specified in Charter) | ||
| Pennsylvania | 001-05256 | 23-1180120 |
| --- | --- | --- |
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 1551 Wewatta Street | ||
| --- | --- | |
| Denver, Colorado | 80202 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(720) 778-4000
(Registrant’s telephone number, including area code)
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(s) | Name of each exchange on which registered |
| Common Stock, without par value, stated capital $.25 per share | VFC | New York Stock Exchange |
| 0.625% Senior Notes due 2023 | VFC23 | New York Stock Exchange |
| 0.250% Senior Notes due 2028 | VFC28 | New York Stock Exchange |
| 0.625% Senior Notes due 2032 | VFC32 | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 19, 2021, the Board of Directors of V.F. Corporation (the “Company”) appointed Matt Puckett as Executive Vice President and Chief Financial Officer of the Company, effective at the end of May 2021 (the “Effective Date”). Mr. Puckett will succeed Scott A. Roe, who will retire as Executive Vice President and Chief Financial Officer of the Company, effective as of the Effective Date.
Mr. Puckett, 47, has been with the Company for 20 years. He joined the Company in 2001 as a Senior Accountant in the finance
organization. Throughout the following decade, he held a series of finance roles with increasing responsibility. Immediately following the Company’s 2011 acquisition of the Timberland® brand, he was appointed Chief Financial Officer of Timberland®. In 2015, he was named Chief Financial Officer
of VF International, a role that took him to the Company’s European headquarters in Stabio, Switzerland. Mr. Puckett returned to the U.S. in 2019 and has most recently served as the Company’s Vice President, Global Financial Planning &
Analysis.
In connection with Mr. Puckett’s appointment, he will receive the following compensation package: (i) an annualized base salary of $600,000, effective as of the Effective Date, (ii) an annual incentive target equal to 100% of base salary, effective as of the Effective Date, and (iii) a long-term incentive plan annual equity award with a target value of $1,800,000, expected to be made in May 2021 concurrent with long-term incentive plan annual equity awards to the Company’s other executive officers.
There is no arrangement or understanding between Mr. Puckett and any other person pursuant to which Mr. Puckett was appointed. There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Puckett and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. There are no transactions in which Mr. Puckett has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Roe’s retirement, the Company will pay him a one-time, lump-sum amount of $575,000, less applicable withholdings and deductions, within 30 days after the Effective Date.
Item 7.01
Regulation FD Disclosure.
A copy of the Company’s press release, dated April 22, 2021, relating to the matters described above is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 V.F. Corporation press release dated April 22, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
| V.F. CORPORATION | |
|---|---|
| By: | /s/ Laura C. Meagher |
| Name: Laura C. Meagher | |
| Title: Executive Vice President, General Counsel & Secretary |
Date: April 22, 2021
Exhibit 99.1
VF Corporation Appoints Matt Puckett as Chief Financial Officer
Puckett succeeds Scott Roe who will retire from VF after 25 years
DENVER--(BUSINESS WIRE)--April 22, 2021--VF Corporation (NYSE: VFC), a global leader in branded lifestyle apparel, footwear, and accessories, today announced that it has appointed Matt Puckett to the position of Executive Vice President and Chief Financial Officer. He will report to VF’s CEO, Steve Rendle, and serve on the company’s Executive Leadership Team.
“I’m very pleased to announce Matt as VF’s next CFO,” said Rendle. “Matt’s VF career has given him a broad range of experience in all facets of financial management, and he deeply understands our company and financial model from his experience working within our brands, our business units, and across international markets. Matt is a clear example of VF’s robust succession planning approach and there’s no one more qualified than him to serve in the CFO position as we pursue the next phase of the VF growth strategy.”
Puckett, 47, recently marked his 20th anniversary with VF. He joined the company in 2001 as a Senior Accountant in the finance organization. In the following years Puckett held a series of finance roles with increasing responsibility, including being appointed in 2009 as CFO of VF’s Sportswear Coalition, which comprised the Nautica^®^ and Kipling^®^ brands.
Immediately following VF’s 2011 acquisition of the Timberland^®^ brand, Puckett was appointed CFO of Timberland^®^and was integral in helping to guide the brand’s successful integration into VF. In 2015, he was named CFO of VF International, a role that took him to VF’s European headquarters in Stabio, Switzerland, where he was responsible for all aspects of financial management for VF’s business across the EMEA and Asia Pacific regions. Puckett returned to the U.S. in 2019 and has been serving as VF’s Vice President, Global Financial Planning & Analysis.
Puckett succeeds Scott Roe who announced his retirement from VF to pursue other opportunities. Roe spent 25 years with VF, the last six of which were in the CFO position.
“Scott has had a tremendous career at VF and his impact on our organization has been significant,” said Rendle. “Scott was instrumental in helping to build our international platforms during his time as CFO of VF International. He has overseen a number of VF’s acquisitions and divestitures and been a significant partner in helping to actively evolve our brand portfolio throughout his tenure. And importantly, Scott has enabled VF to consistently deliver on our commitments to shareholders and stakeholders, even during challenging times. Scott has worked closely with Matt over the last several years to ensure a smooth and natural transition. We will forever be grateful for his dedication and service.”
Roe will remain with VF through the end of May to close out the company’s fiscal year 2021. Puckett will assume the CFO position upon Roe’s departure from VF.
About VF Corporation
Founded in 1899, VF Corporation is one of the world’s largest apparel, footwear and accessories companies connecting people to the lifestyles, activities and experiences they cherish most through a family of iconic outdoor, active and workwear brands including Vans®, The North Face®, Timberland® and Dickies®. Our purpose is to power movements of sustainable and active lifestyles for the betterment of people and our planet. We connect this purpose with a relentless drive to succeed to create value for all stakeholders and use our company as a force for good. For more information, please visit vfc.com.
Contacts
Joe Alkire
Vice President, Corporate Development, Investor Relations and Treasury
720.778.4051
Craig Hodges
Vice President, Corporate Affairs & Communications
720.907.4659