Form 8-K - Current report

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 22, 2023

V.F. Corporation

(Exact name of registrant as specified in charter)

Pennsylvania

1-5256

23-1180120

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1551 Wewatta Street

Denver, Colorado 80202

(Address of principal executive offices)

(720) 778-4000

(Registrant’s telephone number, including area code)

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:

☐	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
Common Stock, without par value, stated capital $.25 per share	VFC	New York Stock Exchange
4.125% Senior Notes due 2026	VFC26	New York Stock Exchange
0.250% Senior Notes due 2028	VFC28	New York Stock Exchange
4.250% Senior Notes due 2029	VFC29	New York Stock Exchange
0.625% Senior Notes due 2032	VFC32	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 22, 2023, the Board of Directors (the “Board”) of VF Corporation (“VF” or the “Company”), upon the recommendation of the Governance and Corporate Responsibility Committee of the Board (the “Governance Committee”), increased the size of the Board to twelve members and elected Trevor A. Edwards as a director, effective immediately, to serve until VF’s 2024 annual meeting of shareholders. Mr. Edwards will serve on the Governance Committee and the Talent and Compensation Committee of the Board. Mr. Edwards, 60, currently serves as a strategic advisor for leading direct-to-consumer brands and investment firms. From 2013 until 2018, Mr. Edwards served as the President of Nike, Inc. Between 1992 and 2013, he held other leadership roles at Nike including EVP Global Brand and Category Management, Chief Marketing Officer, Vice President Marketing (US), and Vice President Marketing (EMEA). Mr. Edwards is currently serving on the Board of Directors of Funko Inc.

Mr. Edwards will receive compensation in the amounts and forms paid to other non-employee members of the Board, as described in VF’s proxy statement for its 2023 annual meeting of shareholders. The Board has determined that Mr. Edwards is independent in accordance with the listing standards of the New York Stock Exchange and the independence standards in VF’s Corporate Governance Principles. There are no arrangements or understandings between Mr. Edwards and any other persons pursuant to which he was elected as a member of the Board. Mr. Edwards has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the election of Mr. Edwards as a director of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Exhibit Title or Description

99.1		Press release issued by VF Corporation on October 23, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


V.F. CORPORATION

By:		/s/ Jennifer S. Sim
Name:		Jennifer S. Sim
Title:		Executive Vice President, General Counsel & Secretary

Date: October 23, 2023

Exhibit 99.1

LOGO

VF CORPORATION APPOINTS TREVOR A. EDWARDS

TO BOARD OF DIRECTORS

DENVER – October 23, 2023 – VF Corporation (NYSE: VFC), a global leader in branded lifestyle apparel, footwear and accessories, today announced the appointment of Trevor A. Edwards to the company’s Board of Directors, effective October 22, 2023. Edwards brings more than 25 years of marketing, global brand and general management experience in apparel and footwear. He will serve on the Board’s Talent and Compensation Committee, as well as the Governance and Corporate Responsibility Committee.

Edwards currently serves as a strategic advisor to direct-to-consumer brands and investment firms. From 2013 until 2018, he was the President of Nike, Inc., reporting directly to the CEO, with oversight of the Geographic Regions, Category Business, Direct-to-Consumer Units, Product and Merchandising Divisions, Global Marketing, Sales, and Digital Technology. Between 1992 and 2013, he held other leadership roles at Nike including EVP Global Brand and Category Management, Chief Marketing Officer, Vice President Marketing (US), and Vice President Marketing (EMEA).

Edwards began his professional career at Colgate Palmolive in 1986, and served in positions of increasing responsibility, including Global Business Development Manager. He currently serves on the Board of Directors of Funko Inc., and previously served on Mattel Inc.’s Board of Directors.

Chair of the VF Board, Richard Carucci, said, “We’re thrilled to welcome Trevor to our Board. He is a highly accomplished executive with extensive experience in apparel and footwear that will be valuable to VF as we continue to deepen our brands’ relationships with consumers, strengthen product innovation, and improve operational effectiveness. His experience will further strengthen the Board’s depth of talent and is part of the Board’s ongoing work to evaluate and regularly refresh its composition to ensure depth of expertise and diversity of perspectives.”

“I am excited to join the VF Board at such an important time and look forward to contributing my experience and insights as the company looks to deepen its connections with consumers and adapt to evolving marketplace dynamics,” said Edwards. “Having worked in the apparel and footwear industry for decades, I know and respect VF’s well-earned reputation and am a personal fan of its iconic brands and its purpose-driven culture. I’m eager to work alongside VF’s strong Board and management team to build on that legacy and deliver stronger returns for shareholders.”

With the addition of Edwards, VF has appointed three new directors to its Board over the past 18 months who collectively bring experience in footwear and apparel, retail, design, technology, and sustainability.

About VF Corporation

Founded in 1899, VF Corporation is one of the world’s largest apparel, footwear and accessories companies connecting people to the lifestyles, activities and experiences they cherish most through a family of iconic outdoor, active and workwear brands including Vans^®, The North Face^®, Timberland^® and Dickies^®. Our purpose is to power movements of sustainable and active lifestyles for the betterment of people and our planet. We connect this purpose with a relentless drive to succeed to create value for all stakeholders and use our company as a force for good. For more information, please visit vfc.com.

Media Contact

Colin Wheeler

Vice President, Corporate Communications

colin_wheeler@vfc.com

Investor Contact

Allegra Perry

Vice President, Investor Relations

ir@vfc.com

Document and Entity Information	Oct. 22, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	V F CORP
Amendment Flag	false
Entity Central Index Key	0000103379
Document Type	8-K
Document Period End Date	Oct. 22, 2023
Entity Incorporation State Country Code	PA
Entity File Number	1-5256
Entity Tax Identification Number	23-1180120
Entity Address, Address Line One	1551 Wewatta Street
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	(720)
Local Phone Number	778-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, without par value, stated capital $.25 per share
Trading Symbol	VFC
Security Exchange Name	NYSE
M 4.125 Senior Notes Due 2026 [Member]
Document And Entity Information [Line Items]
Security 12b Title	4.125% Senior Notes due 2026
Trading Symbol	VFC26
Security Exchange Name	NYSE
M 0.250 Senior Notes Due 2028 [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.250% Senior Notes due 2028
Trading Symbol	VFC28
Security Exchange Name	NYSE
M 4.250 Senior Notes Due 2029 [Member]
Document And Entity Information [Line Items]
Security 12b Title	4.250% Senior Notes due 2029
Trading Symbol	VFC29
Security Exchange Name	NYSE
M 0.625 Senior Notes Due 2032 [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.625% Senior Notes due 2032
Trading Symbol	VFC32
Security Exchange Name	NYSE