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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
October 20, 2020
Ralph Lauren
Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
001-13057 |
13-2622036 |
|
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| |
|
|
| 650 Madison Avenue, |
|
10022 |
|
New York, New York
|
|
(Zip Code) |
| (Address of principal executive offices) |
|
|
(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(s) |
|
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 5.02. |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On October 20, 2020, the Board of Directors (the “Board”)
of Ralph Lauren Corporation (the “Company”) elected Valerie Jarrett as a Class A director on the Board, effective October
20, 2020, to serve until the 2021 Annual Meeting of Stockholders or until her successor is elected and qualified or until her earlier
death, resignation or removal. In accordance with the Company’s Amended and Restated Certificate of Incorporation, Ms. Jarrett
was elected to the Board by the directors who were themselves elected by the holders of the Company’s publicly traded Class
A Common Stock, par value $0.01, at the last annual meeting of stockholders of the Company. In connection with this election, the
Board determined to increase its size from twelve members to thirteen members.
There are no arrangements or understandings among Ms. Jarrett and
any other persons pursuant to which Ms. Jarrett was selected as a director, and there have been no transactions with respect to
Ms. Jarrett reportable under Item 404(a) of Regulation S-K. Ms. Jarrett will be entitled to the same compensation, indemnification
and other benefits as other non-employee directors.
A copy of the press release announcing the election of Ms. Jarrett
to the Board is filed as Exhibit 99.1 hereto and incorporated by reference herein in its entirety.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
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: October 20, 2020 |
By: |
/s/ Jane Hamilton Nielsen |
|
| |
Name: |
Jane Hamilton Nielsen |
|
| |
Title: |
Chief Operating Officer and Chief Financial Officer |
|
EXHIBIT 99.1
RALPH LAUREN ANNOUNCES APPOINTMENT OF VALERIE JARRETT TO BOARD OF DIRECTORS
Former Obama Administration Senior Advisor Brings More Than 35 Years of Citizenship, Impact and Private and Public
Sector Experience to Ralph Lauren Board
NEW YORK – October 20, 2020 – Ralph Lauren Corporation (NYSE:RL, the “Company”) today announced the appointment of Valerie Jarrett, Senior
Distinguished Fellow at the University of Chicago Law School, to the Company’s Board of Directors, effective October 20, 2020. With the appointment of Ms. Jarrett, the Ralph Lauren Board is now comprised of 13 directors.
“We are pleased to welcome Valerie to the Ralph Lauren Board of Directors. Valerie is a proven and highly respected leader with a clear
passion for citizenship and making a positive impact on the world,” said Ralph Lauren, Executive Chairman and Chief Creative Officer. “Valerie’s breadth of experience across the public and private sectors and unparalleled expertise in government, law
and leadership will bring new perspective as we continue to build the future for our iconic Company.”
Patrice Louvet, President and Chief Executive Officer, said, “Valerie’s unique perspective and insights as one of the country’s most
distinguished leaders makes her an excellent addition to the Ralph Lauren Board. Her experience across the public and private sectors will be invaluable as we continue to write the Next Great Chapter for our Company.”
Ms. Jarrett is a Senior Distinguished Fellow at the University of Chicago Law School, a Senior Advisor to the Obama Foundation and media
company ATTN and the author of The New York Times bestselling memoir, Finding My Voice, on leadership and citizenship in the twenty-first
century. She was the longest-serving Senior Advisor to the Obama Administration, where she oversaw the Offices of Public Engagement and Intergovernmental Affairs and chaired the White House Council on Women and Girls. She also served as Co-Chair of
the Obama-Biden Presidential Transition Team and as Senior Advisor to Obama's presidential campaign.
Ms. Jarrett said, “Ralph Lauren’s purpose-driven culture and focus on aspiration, timelessness and optimism has long inspired me. I am
honored to join the Company’s Board of Directors and look forward to contributing to the Company’s continued growth and success and to building on the longevity of this admired organization.”
Previously, Ms. Jarrett was the President and Chief Executive Officer of The Habitat Company and, prior to that, she served for eight years
in Chicago government as Deputy Corporation Counsel for Finance and Development, Deputy Chief of Staff for Mayor Richard M. Daley and Commissioner of the Department of Planning and Development. Before her city government service, Ms. Jarrett
practiced law with two private law firms. She serves on the board as Chair of When We All Vote, Co-Chair of the United State of Women, Lyft, Inc., 2U, Inc., Ariel Investments, Sweetgreen, Time’s Up, the John F. Kennedy Center for Performing Arts and
the Economic Club of Chicago.
Ms. Jarrett’s appointment follows the recent addition of Darren Walker, President and Chief Executive Officer of the Ford Foundation, to
the Board this year. More information about Ralph Lauren's Board of Directors and corporate governance practices can be found on the Company's website at http://investor.ralphlauren.com.
ABOUT RALPH LAUREN
Ralph Lauren Corporation (NYSE:RL) is a global leader in the design, marketing and distribution of premium lifestyle products in five
categories: apparel, footwear & accessories, home, fragrances and hospitality. For more than 50 years, Ralph Lauren’s reputation and distinctive image have been consistently developed across an expanding number of products, brands and
international markets. The Company’s brand names, which include Ralph Lauren, Ralph Lauren Collection, Ralph Lauren Purple Label, Polo Ralph Lauren, Double RL, Lauren Ralph Lauren, Polo Ralph Lauren Children, Chaps and Club Monaco, among others,
constitute one of the world’s most widely recognized families of consumer brands. For more information, go to https://corporate.ralphlauren.com.
CONTACT
Corporate Communications:
RL-Press@RalphLauren.com
