The Audit & Risk Management Committee’s charter requires it to pre-approve at its meetings all audit and non-audit services provided by our outside auditors. The charter permits the Committee to delegate to any one or more of its members the authority to grant such pre-approvals. Any such delegation of authority may be subject to any rules or limitations that the members deem appropriate. TheA member’s decision to pre-approve any services made by any member to whomusing such delegated authority has been so delegated must be presented to the full Committee at its next meeting.
Any proposalAudit Committee Report
Audit Committee Report
PVH management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent auditors audit the financial statements and express an eligible stockholder intendedopinion on the financial statements based on their audit. The Audit & Risk Management Committee is directly responsible for the appointment, compensation and oversight of the independent auditors, and reviews PVH’s financial reporting process on behalf of the Board of Directors.
The Audit & Risk Management Committee, in evaluating and selecting the independent auditors, considers, among other things, external data on the audit quality of the audit firm, including recent Public Company Accounting Oversight Board (“PCAOB”) reports; the audit firm’s industry experience, capabilities, and approach in handling the breadth and complexity of PVH’s global operations; the quality and consistency of the audit firm’s personnel and communication; the appropriateness of the audit firm’s fees; and the independence and objectivity of the audit firm.
As part of its oversight of PVH’s financial statements and reporting process, the Committee has met and held discussions with management, internal auditing staff and Ernst & Young LLP, the independent auditors. Management represented to the Committee that the consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Committee has reviewed and discussed the audited consolidated financial statements with management and the independent auditors. The Committee discussed with the independent auditors matters required to be presenteddiscussed by the applicable requirements of the PCAOB and the SEC.
In addition, the Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Committee concerning independence, and has discussed with the independent auditors the auditors’ independence from PVH and PVH management. The Committee also has considered whether the independent auditors’ provision of non-audit services to PVH is compatible with the auditors’ independence.
The Committee discussed with the internal and independent auditors the overall scope and plans for their respective audits. It meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of PVH’s internal controls, and the overall quality of PVH’s financial reporting.
In reliance on the reviews and discussions referred to above, the Committee recommended to the Board the inclusion of the audited consolidated financial statements in PVH’s Annual Report on Form 10-K for the year ended January 31, 2021, as filed with the SEC. The Committee also has recommended stockholder ratification of the selection of the independent auditors.
The members of the Committee reviewed and met with management and the independent auditors on a quarterly basis to discuss PVH’s earnings releases and, as applicable, PVH’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. The Committee also reviews and meets, when needed, in conjunction with earnings guidance issued other than in quarterly earnings releases.
Audit & Risk Management Committee
Edward R. Rosenfeld, Chair
V. James Marino
Amy McPherson
PVH CORP. 2021 PROXY STATEMENT | 87
Security Ownership of Certain Beneficial Owners and Management 5% Stockholders
Security Ownership of Certain Beneficial Owners and Management
5% STOCKHOLDERS
The following table presents certain information with respect to the persons who are known by us to be the beneficial owners of more than five percent of our common stock as of the record date for the meeting.
The persons listed below have advised us that they have sole voting and investment power with respect to the shares listed as owned by them, except as otherwise indicated.
| Name and Address of Beneficial Owner | Amount Beneficially Owned | Percent of Class |
| FMR LLC1 | 10,490,281 | 14.7 |
| 245 Summer Street | | |
| Boston, MA 02210 | | |
| THE VANGUARD GROUP2 | 7,401,846 | 10.4 |
| 100 Vanguard Blvd. | | |
| Malvern, PA 19355 | | |
| PZENA INVESTMENT MANAGEMENT, LLC3 | 7,375,531 | 10.3 |
| 320 Park Avenue, 8th Floor | | |
| New York, NY 10022 | | |
| WELLINGTON MANAGEMENT GROUP LLP4 | 5,824,256 | 8.2 |
| 280 Congress Street | | |
| Boston, MA 02210 | | |
| BLACKROCK, INC.5 | 3,991,748 | 5.6 |
| 55 East 52nd Street | | |
| New York, NY 10055 | | |
| 1 | FMR LLC, a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)G), is the beneficial owner of 10,490,281 shares of our common stock, including 634,982 shares with respect to which it has sole voting power and as to all 10,490,281 of which it has sole dispositive power. Abigail P. Johnson, a Director, the Chairman and the Chief Executive Officer of FMR LLC, has the sole power to dispose of these 10,490,281 shares. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (the “Fidelity Funds”) advised by Fidelity Management & Research Company LLC (“FMR Co. LLC”), a wholly-owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The above ownership reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the “FMR Reporters”). The following entities own shares included in the above ownership: FIAM LLC, an investment advisor registered under Section 203 of the Investment Advisors Act of 1940; Fidelity Institutional Asset Management Trust Company, a bank as defined in Section 3(a)(6) of the Exchange Act; FMR Co. LLC, an investment advisor registered under Section 203 of the Investment Advisers Act of 1940; and Strategic Advisers, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. The above ownership does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with SEC Release No. 34-39538 (January 12, 1998). Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2020, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by FMR LLC on February 8, 2021, with the SEC. |
| |
| 2 | The Vanguard Group, Inc. (“Vanguard”), an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E), may be deemed to be the beneficial owner of 7,401,846 shares of our common stock, including 95,802 shares with respect to which it has shared voting power, 7,148,777 shares of which it has sole dispositive power and 253,069 shares of which it has shared dispositive power. These amounts include the beneficial ownership by the following wholly-owned subsidiaries of Vanguard: Vanguard Asset Management, Limited; Vanguard Fiduciary Trust Company; Vanguard Global Advisors, LLC; Vanguard Group (Ireland) Limited; Vanguard Investments Australia Ltd; Vanguard Investments Canada Inc.; Vanguard Investments Hong Kong Limited; and Vanguard Investments UK, Limited. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2020, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by Vanguard on February 10, 2021, with the SEC. |
88 | PVH CORP. 2021 PROXY STATEMENT
Security Ownership of Certain Beneficial Owners and Management 5% Stockholders
| 3 | Pzena Investment Management, LLC (“Pzena”), an investment adviser registered under section 203 of the Investment Advisers Act, may be deemed to be the beneficial owner of 7,375,531 shares of our common stock, including 6,576,568 shares with respect to which it has sole voting power and as to all 7,375,531 of which it has sole dispositive power. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2020, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by Pzena on January 29, 2021, with the SEC. |
| |
| 4 | Each of Wellington Management Group LLP (“Wellington Management”), a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1) (ii)(G), Wellington Group Holdings LLP (“Wellington Holdings”), a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), and Wellington Investment Advisors Holdings LLP (“Wellington Investment”), a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), may be deemed to be the beneficial owner of 5,824,256 shares of our common stock, including 5,188,181 shares with respect to which it has shared voting power and as to all 5,824,256 of which it has shared dispositive power. Wellington Management Company LLP, an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii) (E), may be deemed to be the beneficial owner of 5,502,533 shares of our common stock, including 4,969,053 shares with respect to which it has shared voting power and as to all 5,502,533 of which it has shared dispositive power. The shares included in the above ownership are owned of record by clients of the following investment advisers (the “Wellington Investment Advisers”): Wellington Management Company LLP; Wellington Management Canada LLC; Wellington Management Singapore Pte Ltd; Wellington Management Hong Kong Ltd; Wellington Management International Ltd; Wellington Management Japan Pte Ltd; and Wellington Management Australia Pty Ltd. Wellington Investment controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment is owned by Wellington Holdings. Wellington Holdings is owned by Wellington Management. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2020, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by Wellington Management, Wellington Holdings, Wellington Investment and Wellington Management Company LLP on February 4, 2021, with the SEC. |
| |
| 5 | BlackRock, Inc., a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), may be deemed to be the beneficial owner of 3,991,748 shares of our common stock, including 3,592,765 shares with respect to which it has sole voting power and as to all 3,991,748 of which it has sole dispositive power. The following entities own shares included in the above ownership: BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; and BlackRock Fund Managers Ltd. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2020, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by BlackRock, Inc. on January 29, 2021, with the SEC. |
PVH CORP. 2021 PROXY STATEMENT | 89
Security Ownership of Certain Beneficial Owners and Management Directors, Nominees for Director, and Executive Officers
DIRECTORS, NOMINEES FOR DIRECTOR, AND EXECUTIVE OFFICERS
The following table presents certain information with respect to the number of shares of our common stock beneficially owned as of the record date by the following individuals:
| ◾ | Each of our directors |
| |
| ◾ | Each of the nominees for director |
| |
| ◾ | Our Named Executive Officers |
| |
| ◾ | Our directors, the nominees for director, and our executive officers, as a group |
Each of the individuals named below has sole voting and investment power with respect to the shares listed as owned by him or her except as otherwise indicated below.
| | Amount Beneficially Owned1 | Percent of Class |
| CHERYL ABEL-HODGES | 11,464 | * |
| MARY BAGLIVO | 15,459 | * |
| BRENT CALLINICOS | 9,710 | * |
| GEORGE CHEEKS | 0 | – |
| EMANUEL CHIRICO | 422,799 | * |
| JOSEPH B. FULLER | 25,620 | * |
| MARTIJN HAGMAN | 5,442 | * |
| STEFAN LARSSON | 49,579 | * |
| V. JAMES MARINO | 25,620 | * |
| G. PENNY MCINTYRE | 9,546 | * |
| AMY MCPHERSON | 5,853 | * |
| HENRY NASELLA | 26,820 | * |
| ALLISON PETERSON | 0 | – |
| EDWARD R. ROSENFELD | 10,710 | * |
| CRAIG RYDIN | 17,694 | * |
| MICHAEL A. SHAFFER | 43,447 | * |
| AMANDA SOURRY | 5,853 | * |
| All Directors, Nominees For Director and Executive Officers as a Group (20 People) | 706,219 | 1.0% |
| * | Less than 1% of class. |
| |
| 1 | The figures in the table are based upon information furnished to us by our directors, nominees for director, and executive officers and upon our records. The figures include the shares held for the benefit of our executive officers in a trust for the PVH Stock Fund. The PVH Stock Fund is one of the investment options under our 401(k) plan. Participants in the AIP who make investments in the PVH Stock Fund may direct the vote of shares of common stock held for their benefit in the trust for the PVH Stock Fund. |
As of the record date, the following persons have the right to cast votes equal to the following number of shares held in the trust for the PVH Stock Fund (which have been rounded to the nearest full share): Emanuel Chirico, 9,742 shares; Michael A. Shaffer, 6,736 shares; and all of our directors, nominees for director and executive officers as a group, 17,182 shares.
The Trustee of the trust for the PVH Stock Fund has the right to vote shares in the trust that are unvoted as of two days prior to the meeting in the same proportion as the vote by all other participants in the 401(k) plan who have cast votes with respect to their investment in the Fund. The committee that administers the 401(k) plan makes all decisions regarding the disposition of common stock held in the trust for the Fund, other than the limited right of a participant to receive a distribution of shares held for his or her benefit. As such, the committee may be deemed to be a beneficial owner of the common stock held in the trust. Mr. Shaffer and an
90 | PVH CORP. 2021 PROXY STATEMENT
Delinquent Section 16(a) Reports
executive officer who is not an NEO are members of that committee. The figures in the table do not include shares in the trust for the Fund, other than those applicable to Mr. Shaffer’s and the other executive officer’s investment in the Fund, to the extent that, as members of the committee, they may be deemed to have beneficial ownership of the shares held in the trust. There were 363,487 shares of common stock (0.5% of the outstanding shares) held in the trust as of the record date.
The table also includes the following shares which each of the individuals and the group listed on the table have the right to acquire within 60 days of the record date upon the exercise of stock options granted to them: Cheryl Abel-Hodges, 8,400 shares; Emanuel Chirico, 400,250 shares; Martijn Hagman, 4,225 shares; Stefan Larsson, 41,150 shares; Michael A. Shaffer, 30,275 shares; and all of our directors, nominees for director and executive officers as a group, 492,900 shares.
The table also includes the following shares of common stock that are subject to restricted stock unit awards made to the individuals and as a group, the restrictions on which will lapse within 60 days of the record date: Mary Baglivo, 2,846 shares; Brent Callinicos, 1,770 shares; Emanuel Chirico, 4,474 shares; Martijn Hagman, 99 shares; Stefan Larsson, 4,275 shares; V. James Marino, 1,770 shares; Amy McPherson, 1,770 shares; Craig Rydin, 16,644 shares; Michael A. Shaffer, 5,700 shares; Amanda Sourry, 1,770 shares; and all of our directors, nominees for director and executive officers as a group, 41,118 shares.
The table also includes the following shares of common stock that are subject to time-vested restricted stock unit awards made to directors with respect to which the named directors have deferred vesting and receipt, principally until the date on which the director separates from service as a director (but in some cases to a date not within 60 days of the record date): Joseph B. Fuller, 25,620 shares; G. Penny McIntyre, 8,546 shares; Henry Nasella, 25,620 shares; Edward R. Rosenfeld, 9,710 shares; and all of our directors, nominees for director and executive officers as a group, 69,496 shares.
Delinquent Section 16(a) Reports
Based upon our review of the filings furnished to us pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934, and on representations from our officers and directors, all filing requirements under Section 16(a) were complied with during the fiscal year ended January 31, 2021, except for the Form 4 Statement of Changes In Beneficial Ownership that was filed in connection with an RSU grant to Mr. Hagman on August 3, 2020. The late filing was due to an administrative error.
PVH CORP. 2021 PROXY STATEMENT | 91
General Information About the Annual Meeting
General Information About the Annual Meeting
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of PVH Corp. to be used at the 2017 Annual Meeting of Stockholders must be received by us for inclusion in ouron Thursday, June 17, 2021, and at any adjournment or postponement thereof.
Our principal executive offices are located at 200 Madison Avenue, New York, New York 10016-3903.
“Green” Initiative
Pursuant to SEC rules, we are furnishing this Proxy Statement and formour Annual Report on Form 10-K for our fiscal year ended January 31, 2021, excluding the exhibits (which refer to as the “proxy materials”), to our stockholders via the Internet instead of mailing printed copies. This process gives our stockholders quicker access to the proxy materials, reduces the costs of printing and mailing the proxy materials, and lessens the environmental impact of our Annual Meeting. Accordingly, on or around May 7, 2021, we began sending to our stockholders a Notice Regarding the Availability of Proxy Materials (“Notice”). If you received a Notice, you will not receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how to access the proxy materials online, how to request a printed set of proxy relatingmaterials, and how to vote your shares.
If you received a printed copy of the Notice but would like to enroll in our electronic delivery service, you may do so at any time by going to www.proxyconsent.com/pvh and following the enrollment instructions. If you hold your shares in a bank or brokerage account, please check the information in the proxy materials provided to you by your bank or broker to determine if you can receive these documents electronically in the future.
If you receive more than one copy of the Notice at the same address (perhaps because you share that address with another stockholder), you can opt to save us the cost of mailing duplicates (“householding”). To do that, or if you no longer wish to participate in householding and would prefer to receive a separate Notice or set of proxy materials, please send your written request, with account information, to the Secretary of PVH at the address shown above.
Who Can Vote
Common stockholders of record at the close of business on April 20, 2021, the record date for the meeting, will be entitled to one vote for each share of our common stock then held. As of the record date, there were 71,265,958 shares of common stock outstanding.
Who Can Attend
Attendance at the meeting will \be limited to holders of record as of the record date of our common stock or their proxies, beneficial owners, and invited guests of PVH.
How to Attend
As a result of the COVID-19 pandemic, our Annual Meeting will be “virtual” — conducted exclusively online via live webcast. We intend to return to in-person meetings in 2022. You will be able during the virtual meeting to vote your shares electronically, submit questions, and view the list of stockholders entitled to vote at the meeting by following the directions below.
The Annual Meeting live webcast will begin promptly at 8:45 a.m., EDT, on June 17, 2021. Online check-in will begin promptly at 8:30 a.m., EDT, and you should allow ample time for the online check-in procedures. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of a quorum at the meeting.
Stockholders of Record: Holders of record can participate in the virtual meeting by registering at www.proxydocs.com/pvh. After registering, you will receive a confirmation email and an email approximately 1 hour prior to the start of the meeting to the email address you provided during registration with a unique link to the virtual meeting.
Beneficial Owners: If you hold shares in a bank or before January 7, 2017. brokerage account, you must obtain a legal proxy and a control number from your brokerage firm to attend the meeting. To access the site with a control number: Visit www.proxydocs.com/brokers/pvh on your smartphone, tablet or computer.
| ◾ | After registering using the control number, you will receive a confirmation email and an email approximately 1 hour prior to the start of the meeting to the email address you provided during registration with a unique link to the virtual meeting. |
92 | PVH CORP. 2021 PROXY STATEMENT
General Information About the Annual Meeting TECHNICAL ASSISTANCE
Technical Assistance
If you want to confirm in advance that you are able to access the meeting, or if you experience technical difficulties during the check-in process or during the meeting, you can get technical support beginning at 9:00 a.m. CT on May 11, 2021, through the conclusion of the meeting by contacting EQ Shareowner Services at 1-800-469-9716.
How to Vote
By Internet and telephone: If you are a record owner, you may vote your proxy on the Internet at www.proxydocs.com/pvh. To vote by telephone in the U.S. or Canada, dial toll-free 1-866-883-3382.
By written proxy: If you are a record owner, you can mark, sign and date your proxy card and return it in the postage-page envelope provided. If you received a Notice or the proxy materials electronically, you may request a proxy card by following the instructions on the Notice. If you hold your shares in a bank or brokerage account, you will receive instructions on how you may vote from your bank or broker.
At the virtual meeting: If you are a record owner, you may vote electronically during the meeting by following the instructions at www.proxydocs.com/pvh. If you hold your shares in a bank or brokerage account, you may vote electronically during the meeting by following the instructions at www.proxydocs.com/brokers/pvh.
The shares represented by any proxy or proxies designatedsolicited by the Board of Directors will have discretionary authoritybe voted in accordance with the stockholder’s directions unless the proxy is revoked. If we receive a valid submitted proxy card or an electronic ballot that doesn’t include voting instructions for one or all of the proposals, we will vote the shares represented FOR each of the director nominees in Proposal 1, and FOR Proposals 2 and 3 described in this Proxy Statement.
How to vote on any matter properly presented byChange Your Vote or Revoke Your Proxy
If you are a stockholder for consideration atof record, you may revoke your proxy or change your vote before the 2017 Annual Meeting of Stockholders but not submitted for inclusion in the proxy materials for such meeting unless notice of the matter is received by us on or before March 23, 2017 and certain other conditions of the applicable rules of the SEC are satisfied. Stockholder proposals should be directedsending a written revocation to the Secretary of PVH, or by granting a new proxy bearing a later date (which automatically revokes the Companyearlier proxy). You may change your vote by voting online during the meeting (until the polls close) but you may not revoke a previously submitted proxy. If you intend to revoke your proxy by providing written notice to the Secretary, please send a copy of your notice via email to CorporateSecretary@pvh.com. If you are a beneficial owner and you wish to change your vote or revoke your proxy, please contact your bank, brokerage firm or other custodian, nominee, or fiduciary. Shares represented by proxies will be voted at the address set forth below.
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We regularly engage with stockholders regarding our compensation practices.
We do not grant awards to our NEOs solely for retention purposes or to replace awards that did not or are not expected to pay out.![[MISSING IMAGE: t1601149_chrt-compensation.jpg]](https://files.docoh.com/DEF 14A/0001571049-16-014968/t1601149_chrt-compensation.jpg)
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We did not grant base salary increases in 2020 (other than Mr. Hagman’s promotional increase). This decision was a reflection of the 
Each NEO’s bonus award potentially was subject to adjustment based on the NEO’s performance against prescribed strategic performance criteria. The Compensation Committee made 
In a departure from historical grant practices, the annual awards (which typically are made in April) were made in two tranches for 2020 — the first in April and the second in September to the approximately 1,300 participating PVH associates. 
All of our Named Executive Officers
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