PVH (PVH) Proxy Filing summary

Executive summary

• Achieved strong performance in 2024, expanding gross margin by 120 basis points and delivering profit growth in North America, sequential improvements in Europe, and a third consecutive year of growth in Asia Pacific on a constant currency basis.

• Completed $500 million in share buybacks, exceeding the original projection by 25%, reflecting confidence in long-term value creation.

• Advanced the PVH+ Plan, focusing on product relevance, consumer engagement, digital marketplace leadership, data-driven operations, and efficiency investments.

• Revenue for 2024 was $8.7B, a 6% decrease from 2023, primarily due to strategic reductions and divestitures; EBIT was $772M ($865M non-GAAP), and EPS was $10.56 ($11.74 non-GAAP).

Voting matters and shareholder proposals

• Stockholders will vote on the election of ten director nominees for a one-year term, an advisory resolution on executive compensation, and ratification of Ernst & Young LLP as independent auditor for fiscal 2025.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; the Chair is independent and separate from the CEO.

• Four new independent directors joined in the last three years, reducing average tenure from 7.5 to 5.2 years.

• Board committees include Audit & Risk Management, Compensation, Nominating, Governance & Management Development, and Corporate Responsibility, all composed of independent directors.

• Annual board, committee, and director evaluations are conducted, with a formal refreshment and succession planning process.

• Proxy access allows groups of up to 20 stockholders holding at least 3% for three years to nominate up to 20% of the Board.