Ralph Lauren (RL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 30, 2026, with voting on director elections, auditor ratification, and executive compensation.

• The company delivered strong financial results in Fiscal 2026, exceeding targets for revenue and operating profit margin, and outperformed its peer group and the S&P 500 in total shareholder return over 1-, 3-, and 5-year periods.

• Strategic priorities include elevating the lifestyle brand, expanding core and high-potential categories, and winning in key cities, supported by investments in technology, people, and sustainability.

• The company increased its quarterly dividend by 10% and returned over $700 million to shareholders through dividends and share repurchases in Fiscal 2026.

Voting matters and shareholder proposals

• Shareholders will vote to elect 12 directors (3 Class A, 9 Class B), ratify Ernst & Young as independent auditor for Fiscal 2027, and approve executive compensation on an advisory basis.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board is 75% independent, with a separate Chairman and CEO, and all committees are fully independent.

• Angela Ahrendts serves as Lead Independent Director, with expanded responsibilities for board evaluation, CEO review, and succession planning.

• Board composition reflects diversity in skills, backgrounds, and demographics, with ongoing evolution and annual review of the dual-class structure.

• The board conducts annual and independent third-party effectiveness assessments and prioritizes director education and succession planning.