G-III Apparel Group (GIII) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, with record date April 16, 2026; stockholders to vote on four key proposals.

• Fiscal 2026 marked a strategic pivot due to the planned phase-out of Calvin Klein and Tommy Hilfiger licenses, which represented 28% of net sales, down from 48% in fiscal 2023.

• Net sales were $3.0B, adjusted EBITDA $192M, and non-GAAP net income $116M, reflecting a transition to owned brands and new licenses.

• Total Shareholder Return (TSR) outperformed industry indices over 1, 3, and 5-year periods; a quarterly dividend was instituted.

• Strategic focus on growing owned brands, expanding licensed portfolio, international growth, and omni-channel capabilities.

Voting matters and shareholder proposals

• Proposal 1: Election of eleven directors for the ensuing year.

• Proposal 2: Advisory vote on executive compensation (Say on Pay).

• Proposal 3: Approval of amended 2023 Long-Term Incentive Plan, increasing authorized shares by 2,500,000.

• Proposal 4: Ratification of Ernst & Young LLP as independent auditor for fiscal year ending January 31, 2027.

Board of directors and corporate governance

• Board comprises 73% independent directors, with a mix of tenure and diversity (27% women, 27% ethnically diverse).

• Committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent.

• Lead Independent Director role established; robust stockholder outreach and annual Say on Pay vote.

• Director resignation policy in place for nominees not receiving majority support.