PVH CORP. /DE/ 8-K

What Happened

• PVH Corp. filed an 8‑K on June 24, 2026 reporting that at its June 18, 2026 annual meeting shareholders approved amendments to the company’s Stock Incentive Plan. The amendments add 1,068,000 shares to the plan and change the method for counting shares underlying full‑value awards so each restricted stock unit or performance share unit granted on or after June 18, 2026 is counted as 1.72 shares (up from 1.6). The Plan, administered by the Compensation Committee, now authorizes 24,493,589 shares and terminates April 29, 2030 (outstanding awards remain until their individual expiration dates). About 43,142,296 shares (≈94% of eligible shares) were present in person or by proxy at the meeting.

Key Details

• Added shares: 1,068,000 new shares added to the plan; total authorized under the Plan = 24,493,589 shares.
• Counting change effective June 18, 2026: full‑value awards (RSUs, performance share units, etc.) granted on/after that date count as 1.72 shares each (previously 1.6 for grants dated June 22, 2023–June 17, 2026; earlier grants counted as 2.0).
• Vote on the amendment: FOR – 38,004,923; AGAINST – 2,179,656; ABSTAIN – 397,088; broker non‑votes – 2,560,629.
• Other meeting outcomes: non‑binding advisory vote on executive compensation passed (FOR – 37,965,611) and Ernst & Young LLP was ratified as auditor (FOR – 41,888,934). Directors listed in the filing were elected to one‑year terms.

Why It Matters

• For investors, the amendment increases the pool available for equity awards (which can dilute existing shareholders when shares are issued) while also increasing how many plan shares are “used up” by each full‑value award (1.72 vs. 1.6), affecting how quickly the share reserve may be consumed.
• The Plan includes standard governance and vesting features (minimum three‑year vesting for most awards, annual per‑participant limits, committee administration, and change‑in‑control provisions), so future executive and director equity compensation will follow the updated terms approved by shareholders.