01—Abstract
Summary
Summary of the 8-K filed August 7, 2024. Cited figures are marked; the original filing is the authoritative source.
Ralph Lauren Corporation reported the results of its Annual Meeting of Stockholders, held on August 1, 2024, in this Current Report on Form 8-K dated August 7, 2024.
Stockholders elected all of the company's director nominees to serve until the 2025 Annual Meeting, ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 29, 2025, and approved, on an advisory basis, the compensation of the named executive officers and the company's compensation philosophy, policies and practices. The most notable item is the vote on Class A director Darren Walker, who received 15,863,899 votes for and 17,821,362 votes withheld. The company stated that these withheld votes are primarily reflective of shareholder views regarding its dual-class capital structure and not a specific objection to Mr. Walker, who has served on the Board since 2020 and is a member of the Nominating, Governance, Citizenship & Sustainability Committee.
Class B directors each received 218,812,760 votes for, with no votes withheld. The advisory say-on-pay proposal received 245,422,508 votes for and 7,055,263 votes against, with 20,250 abstentions and 3,240,510 non-votes.
The filing is signed by Chief Financial Officer Justin Picicci. No other items were reported.
02—Key points
Key Highlights
- Annual Meeting of Stockholders held on August 1, 2024, with all director nominees elected to serve until the 2025 Annual Meeting.
- Class A director Darren Walker received more votes withheld (17,821,362) than votes for (15,863,899); the company attributed this mainly to views on the dual-class capital structure.
- Class A directors Linda Findley (30,634,273 for) and Hubert Joly (30,264,259 for) were elected with substantial majorities of votes for.
- Class B directors, including Ralph Lauren, Patrice Louvet and David Lauren, each received 218,812,760 votes for and no votes withheld.
- Ernst & Young LLP was ratified as independent registered public accounting firm for the fiscal year ending March 29, 2025, with 253,707,744 votes for and 2,008,985 against.
- The advisory vote on named executive officer compensation passed with 245,422,508 votes for and 7,055,263 against, with 3,240,510 non-votes.
- Items 5.07(c) and 5.07(d) are not applicable.
03—Questions
Frequently Asked Questions
Were all of Ralph Lauren's director nominees elected?
Yes. The stockholders elected all of the company's nominees for director to serve until the 2025 Annual Meeting of Stockholders. Darren Walker, a Class A director, received more votes withheld than votes for, but he was still elected under the reported results.
Why did Darren Walker receive more withheld votes than votes for?
The company stated that the withheld votes for Mr. Walker are primarily reflective of shareholder views regarding the company's dual-class capital structure and not because of any specific objection to him.
How did stockholders vote on executive compensation?
In an advisory vote, stockholders approved the compensation of the named executive officers and the company's compensation philosophy, policies and practices, with 245,422,508 votes for, 7,055,263 against, 20,250 abstentions and 3,240,510 non-votes.
Which auditor did stockholders ratify, and for what period?
Stockholders ratified Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending March 29, 2025, with 253,707,744 votes for, 2,008,985 against and 21,802 abstentions.
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