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): July 22, 2025
V.F. Corporation
(Exact Name of Registrant as Specified in Charter)
| Pennsylvania | 1-5256 | 23-1180120 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<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<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, without par value, stated capital $.25 per share | VFC | New York Stock Exchange |
| 4.125% Senior Notes due 2026 | VFC26 | New York Stock Exchange |
| 0.250% Senior Notes due 2028 | VFC28 | New York Stock Exchange |
| 4.250% Senior Notes due 2029 | VFC29 | 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 (§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. |
|---|
On July 22, 2025, V.F. Corporation (“VF”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, VF shareholders voted on the election of twelve directors, the approval of the compensation of VF’s named executive officers, and the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2026 fiscal year.
The final voting results were as follows:
| 1. | With respect to the election of the nominees as directors of VF, each of the twelve nominees were elected based on the votes cast as set forth opposite their names below: | |||||||
|---|---|---|---|---|---|---|---|---|
| Name of Director | Votes For | Votes Against | Votes<br>Abstaining | Broker<br>Non-Votes | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Richard T. Carucci | 272,590,458 | 21,546,170 | 399,698 | 57,212,597 | ||||
| Alexander K. Cho | 291,378,995 | 2,644,914 | 512,417 | 57,212,597 | ||||
| Juliana L. Chugg | 269,344,503 | 24,720,719 | 471,104 | 57,212,597 | ||||
| Bracken P. Darrell | 291,321,822 | 2,816,492 | 398,012 | 57,212,597 | ||||
| Trevor A. Edwards | 291,051,924 | 2,946,570 | 537,832 | 57,212,597 | ||||
| Mindy F. Grossman | 291,123,005 | 2,913,824 | 499,497 | 57,212,597 | ||||
| Mark S. Hoplamazian | 289,322,524 | 4,781,641 | 432,161 | 57,212,597 | ||||
| Laura W. Lang | 287,770,480 | 6,344,259 | 421,587 | 57,212,597 | ||||
| Clarence Otis, Jr. | 271,078,275 | 23,030,787 | 427,264 | 57,212,597 | ||||
| Carol L. Roberts | 289,719,301 | 4,392,256 | 424,769 | 57,212,597 | ||||
| Matthew J. Shattock | 270,788,697 | 23,316,203 | 431,426 | 57,212,597 | ||||
| Kirk C. Tanner | 291,496,933 | 2,601,536 | 437,857 | 57,212,597 | ||||
| 2. | With respect to the advisory vote to approve the compensation of VF’s named executive officers, the votes were cast for the proposal as set forth below: | |||||||
| --- | --- |
Votes For: 282,190,062
Votes Against: 11,709,574
Votes Abstaining: 636,690
Broker Non-Votes: 57,212,597
| 3. | With respect to the proposal to ratify the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2026 fiscal year, the votes were cast for the proposal as set forth below: |
|---|
Votes For: 325,619,017
Votes Against: 25,290,896
Votes Abstaining: 839,010
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 | ||
|---|---|---|
| (Registrant) | ||
| Date: July 24, 2025 | By: | /s/ Jennifer S. Sim |
| Jennifer S. Sim | ||
| Executive Vice President, Chief Legal Officer and Corporate Secretary |