Current Report Filing (8-k)
January 25 2023 - 05:01PM
Edgar (US Regulatory)
V F CORP false 0000103379 --04-01
0000103379 2023-01-24 2023-01-24 0000103379
us-gaap:CommonStockMember 2023-01-24 2023-01-24 0000103379
vfc:M0.625SeniorNotesDue2023Member 2023-01-24 2023-01-24 0000103379
vfc:M0.250SeniorNotesDue2028Member 2023-01-24 2023-01-24 0000103379
vfc:M0.625SeniorNotesDue2032Member 2023-01-24 2023-01-24
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): January 24,
2023
V.F.
Corporation
(Exact name of registrant as specified in charter)
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Pennsylvania |
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1-5256 |
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23-1180120 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on which Registered
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Common Stock, without par value, stated capital $.25 per share |
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VFC |
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New
York Stock Exchange |
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0.625% Senior Notes due 2023 |
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VFC23 |
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New
York Stock Exchange |
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0.250% Senior Notes due 2028 |
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VFC28 |
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New
York Stock Exchange |
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0.625% Senior Notes due 2032 |
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VFC32 |
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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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On January 24, 2023, the Board of Directors (the “Board”) of
V.F. Corporation (the “Company”) amended and restated the Company’s
Amended and Restated By-Laws (as amended and restated, the
“By-Laws”), effective
immediately. The amendments effected by the By-Laws:
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address Rule 14a-19
promulgated under the Securities Exchange Act of 1934, as amended,
and include updates to the procedural and information requirements
for the nomination of directors;
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provide an outside date for the submission window for shareholders
to nominate directors (other than pursuant to the proxy access
provisions of the Company’s By-Laws);
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reflect recent amendments to, and align certain provisions with,
the Pennsylvania Business Corporation Law; and
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make various other updates, including ministerial and conforming
changes, such as changes in furtherance of gender neutrality.
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The foregoing summary description of the By-Laws is qualified in its entirety by
reference to the full text of the By-Laws, which are attached hereto as
Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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(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.
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| V.F. CORPORATION |
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| By: |
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/s/ Jennifer S. Sim
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| Name: |
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Jennifer S. Sim |
| Title: |
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Executive Vice President, General Counsel & Secretary |
Date: January 25, 2023
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