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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) November 28, 2005
POLO RALPH LAUREN CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
001-13057 13-2622036
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(Commission File Number) (IRS Employer Identification No.)
650 MADISON AVENUE, NEW YORK, NEW YORK 10022
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(Address of Principal Executive Offices) (Zip Code)
(212) 318-7000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On November 28, 2005 Steven P. Murphy, President and Chief Executive Officer of
Rodale Inc. ("Rodale"), was elected to fill a newly created seat on the Board of
Directors of Polo Ralph Lauren Corporation (the "Company"). In accordance with
the Company's Amended and Restated Certificate of Incorporation, Mr. Murphy 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. The number of directors constituting the
entire Board of Directors is currently ten.
Steven P. Murphy has served since 2002 as the President and Chief Executive
Officer of Rodale Inc., a privately held company which publishes health and
gardening magazines, books, and on-line publications. He joined Rodale in 2000
as its President and Chief Operating Officer. Prior to joining Rodale, Mr.
Murphy held the position of Executive Vice President and Managing Director for
Disney Publishing Worldwide since 1998. From 1991-1998, Mr. Murphy served as
President of EMI Music/Angel Records.
It is currently expected that Mr. Murphy will be appointed to the Nominating &
Governance Committee of the Board of Directors at the next regularly scheduled
meeting of the Board.
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.
POLO RALPH LAUREN CORPORATION
Date: December 1, 2005 By: /s/ Tracey T. Travis
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Name: Tracey T. Travis
Title: Senior Vice President and
Chief Financial Officer