G-III Apparel Group (GIII) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, with proposals to elect 13 directors, hold an advisory vote on executive compensation, and ratify Ernst & Young LLP as the independent auditor for FY2026.

• Fiscal 2025 saw record net income per share and strong financial performance, with net sales of $3.2B, adjusted EBITDA of $326M, and non-GAAP net income of $204M.

• Strategic pivot reduced reliance on Calvin Klein and Tommy Hilfiger licenses, focusing on owned brands and new long-term licenses, with owned brands now over half of net sales.

• TSR outperformed industry indices over 1, 3, and 5-year periods.

Voting matters and shareholder proposals

• Proposals include election of 13 directors, advisory vote on executive compensation, and ratification of Ernst & Young LLP as auditor.

• Board recommends voting FOR all proposals.

• Only shareholders of record as of April 17, 2025, are eligible to vote.

Board of directors and corporate governance

• Board comprises 13 nominees, 77% independent, with an average tenure of 15.1 years and 31% women.

• Board committees (Audit, Compensation, Nominating & Governance) are fully independent.

• Lead Independent Director role established; robust stock ownership, anti-hedging, and clawback policies in place.

• Director resignation policy enacted for nominees not receiving majority support.