V.F. (VFC) Proxy filing summary

Executive summary

• Fiscal 2026 marked a turnaround with a return to full-year revenue growth after three years, improved profitability, and a significant reduction in net debt from $5.8B to $2.7B, aided by the sale of Dickies® in November 2025.

• Operating margin expanded to 6% (up 280 bps), with adjusted operating margin ex Dickies at 7%. Key brands like The North Face® and Timberland® saw 8% revenue growth, while Vans® declined 9%.

• The company expects continued growth and margin expansion in fiscal 2027, targeting at least 10% adjusted operating margin and a leverage ratio of 2.5x or lower by fiscal 2028.

• Shareholder returns included $141M in dividends, and a non-cash impairment charge of $30.7M was recognized.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 11 directors, advisory approval of executive compensation, ratification of PricewaterhouseCoopers LLP as auditor for fiscal 2027, and a shareholder proposal on animal-derived materials policy.

• The Board recommends voting FOR all management proposals and AGAINST the shareholder proposal.

• The animal-derived materials proposal seeks detailed reporting on animal welfare outcomes; the Board opposes it, citing existing robust policies and resource concerns.

Board of directors and corporate governance

• 10 of 11 director nominees are independent; average tenure is 8.5 years, average age is 63.

• Recent board refreshment added two new independent directors since 2024, enhancing expertise in apparel, footwear, and AI.

• All directors stand for annual election, with majority voting in uncontested elections and proxy access provisions for shareholders.

• The Board conducts annual self-evaluations and separates Chair and CEO roles.

• Committees include Audit, Finance, Governance and Corporate Responsibility, and Talent and Compensation, all with independent members.