0001037038 false RALPH LAUREN CORP DE NY 0001037038 2019-07-31 2019-08-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported)    August 1, 2019
 
RALPH LAUREN CORPORATION 
(Exact Name of Registrant as Specified in Its Charter)
 
 
DELAWARE 001-13057 13-2622036
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
 
650 MADISON AVENUE, NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
 
(212) 318-7000
(Registrant’s telephone number, including area code)
 
NOT APPLICABLE
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
          Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol
 
Name of each exchange
on which registered
Class A Common Stock, $.01 par value   RL   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company                
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   


 
ITEM 5.07.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
(a)
The Annual Meeting of Stockholders of Ralph Lauren Corporation (the “Company”) was held on August 1, 2019.
 
(b)
The stockholders (i) elected all of the Company’s nominees for director to serve until the Company’s 2020 Annual Meeting of Stockholders; (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2020; (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers and the Company’s compensation philosophy, policies and practices; and (iv) approved the adoption of the Company’s 2019 Long-Term Stock Incentive Plan.
 
Each person duly elected as a director received the number of votes indicated beside his or her name below. Class A directors are elected by the holders of Class A Common Stock and Class B directors are elected by holders of Class B Common Stock. Except for the election of directors, the Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented for the consideration of our stockholders. Each owner of record of Class A Common Stock on the record date is entitled to one vote for each share. Each owner of record of Class B Common Stock on the record date is entitled to ten votes for each share.
 
1.
Election of Directors:
 
 Class A Directors 
Number of
Votes For
Number of
Votes
Withheld
Non-Votes
Frank A. Bennack, Jr. 
35,305,553 5,369,006
3,060,581
Joel L. Fleishman 
35,821,924 4,852,635
3,060,581
Michael A. George
22,586,699 18,087,860
3,060,581
Hubert Joly
39,569,587 1,104,972
3,060,581
 
 Class B Directors
Number of
Votes For
Number of
Votes
Withheld
Non-Votes
Ralph Lauren 253,812,800  0 0
David Lauren
253,812,800 0 0
Patrice Louvet 
253,812,800 0 0
Angela Ahrendts
253,812,800 0 0
John R. Alchin 
253,812,800 0 0
Arnold H. Aronson
253,812,800 0 0
Dr. Joyce F. Brown 
253,812,800 0 0
Linda Findley Kozlowski
253,812,800 0 0
Judith A. McHale
253,812,800 0 0
Robert C. Wright 253,812,800 0 0
 
 

 
2.
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2020.
 
Number of Votes For
Number of Votes Against
Abstentions
296,459,490 1,077,863 10,587
 
3.
Approval, on an advisory basis, of the compensation of the Company’s named executive officers and the Company’s compensation philosophy, policies and practices.
 
Number of Votes For
Number of Votes Against
Abstentions
Non-Votes
284,204,328 10,230,391 52,640
3,060,581
 
4.
Approval of the 2019 Long-Term Stock Incentive Plan.
 
Number of Votes For
Number of Votes Against
Abstentions
Non-Votes
292,093,635 2,380,020 13,704
3,060,581 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  RALPH LAUREN CORPORATION  
       
       
Date:  August 5, 2019
By:
/s/ Jane Hamilton Nielsen  
  Name:  Jane Hamilton Nielsen  
  Title: 
Chief Operating Officer and Chief Financial Officer