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Get filing alertsPVH stockholders approve 1.07M share addition to equity plan, elect all directors
Filed June 24, 2026 · Period ending June 18, 2026 · ~1 min read
Key Changes
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Stockholders approved adding 1,068,000 shares to the equity compensation plan and changed the full-value award counting method from 1.6 to 1.72 shares per award, reducing dilution from restricted stock units and performance shares granted after June 18, 2026.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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All ten directors elected with 92.4%–99.9% support; Amy McPherson received the lowest support at 92.4% (7.6% opposition), while other directors received 98.9%–99.9% support.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay approved with 94.6% support (37,965,611 for, 2,181,842 against, 434,214 abstain, 2,560,629 broker non-votes), indicating shareholder satisfaction with executive compensation practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Total share pool under the Stock Incentive Plan now stands at 24,493,589 shares, with individual employee awards capped at 1,000,000 shares per year and director compensation limited to $750,000 annually.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Ernst & Young LLP ratified as independent auditor with 98.0% support (41,888,934 for, 866,051 against, 387,311 abstain).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
PVH held its 2026 annual meeting on June 18 with 94% shareholder turnout (43,142,296 shares represented). The key outcome was approval of equity plan amendments that add 1,068,000 shares to the compensation pool and adjust the counting methodology for full-value awards.
Under the new rules, each restricted stock unit or performance share unit granted after June 18, 2026 counts as 1.72 shares against the pool limit (up from 1.6 shares), which reduces potential dilution by making each full-value award consume more of the available share reserve. The total share pool now stands at 24,493,589 shares. All governance matters passed with strong support.
The ten-director slate was elected with support ranging from 92.4% to 99.9%, say-on-pay received 94.6% approval, and the auditor ratification passed with 98.0% support. These results reflect routine shareholder confidence in PVH's board composition, executive compensation practices, and financial oversight. For retail holders, the equity plan expansion provides management with additional tools for employee retention and incentive alignment, while the higher counting ratio for full-value awards offers modest protection against dilution.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The number of shares of Common Stock that may be issued under the Plan is 24,493,589.
After the amendments, the total share pool available under the Stock Incentive Plan is 24,493,589 shares. This represents the maximum number of shares that can be issued through all types of equity awards under the plan, subject to the counting methodology where full-value awards count as 1.72 shares each and stock options count as one share each.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
The maximum aggregate number of shares with respect to which Awards may be granted in any calendar year to any one participant who is not a director is 1,000,000.
The plan caps individual employee awards at 1,000,000 shares per calendar year. This limit helps prevent excessive concentration of equity compensation to any single executive or employee.
Added in current filing · verify on EDGAR →
The maximum aggregate number of shares with respect to which Awards may be granted during any 12-month period to any one director in respect of the director’s service as a member of the Board or a committee of the Board is limited to a number that, combined with any cash fees or other compensation paid to such director during such 12-month period in respect of the director’s service on the Board or a committee of the Board, does not exceed $750,000 in total value.
Directors face a combined cap of $750,000 in total annual compensation (equity awards plus cash fees) for their board service. The Board can make exceptions for the independent chair or presiding director, but that director cannot participate in the decision to award themselves additional compensation.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
PVH held its 2026 annual meeting with 94% turnout, electing all 10 directors and approving executive compensation, equity plan amendments, and auditor.
Added in current filing · verify on EDGAR →
The proposal to approve, in a non-binding, advisory vote, the compensation paid to the Company’s named executive officers was approved. The vote was: FOR – 37,965,611; AGAINST – 2,181,842; ABSTAIN – 434,214; and there were 2,560,629 broker non-votes.
Shareholders approved executive compensation with 94.6% support of votes cast (5.4% opposition). This strong approval indicates shareholder satisfaction with the company's executive pay practices and alignment between compensation and performance.
Added in current filing · verify on EDGAR →
The proposal to approve the amendments to the Plan was approved. The vote was: FOR – 38,004,923; AGAINST – 2,179,656; ABSTAIN – 397,088; and there were 2,560,629 broker non-votes.
Amendments to the equity compensation plan were approved with 94.6% support of votes cast. The filing does not specify the nature of the amendments, but the strong approval suggests shareholders are comfortable with the proposed changes to equity-based compensation arrangements.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
There were present in person or by proxy at the 2026 Annual Meeting holders of 43,142,296 shares of the Company’s common stock. These shares present represented approximately 94% of the shares of common stock eligible to be voted at the meeting.
PVH's 2026 annual meeting achieved a 94% shareholder turnout, with 43,142,296 shares represented. This high participation rate indicates strong shareholder engagement and provides a solid mandate for the votes taken.
Added in current filing · verify on EDGAR →
The proposal for Ernst & Young LLP to serve as the Company’s independent auditors for its current fiscal year was ratified. The vote was: FOR – 41,888,934; AGAINST – 866,051; and ABSTAIN – 387,311.
Ernst & Young LLP was ratified as independent auditor with 98.0% support of votes cast (2.0% opposition). This routine approval reflects standard shareholder confidence in the auditor selection.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 24, 2026 · How we verify