01—Abstract
Summary
Summary of the 8-K filed August 4, 2025. Cited figures are marked; the original filing is the authoritative source.
Ralph Lauren Corporation filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held on July 31, 2025.
At the meeting, stockholders elected all of the company's nominees for director to serve until the 2026 Annual Meeting, ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 28, 2026, and approved, on an advisory basis, the compensation of the named executive officers and the company's compensation philosophy, policies and practices. On the Class A director elections, Angela Ahrendts received 18,215,664 votes for and 12,935,186 withheld, Linda Findley received 30,074,559 votes for and 1,076,291 withheld, and Darren Walker received 20,194,315 votes for and 10,956,535 withheld, with 3,251,514 non-votes recorded for each. All eight Class B director nominees, including Ralph Lauren, Patrice Louvet, David Lauren and Frank A.
Bennack, Jr., each received 218,812,760 votes for and no votes withheld. Class B shares carry ten votes per share, and Class A and Class B stock vote together as a single class on matters other than director elections. For the auditor ratification, 252,357,967 votes were cast for, 795,328 against and 61,829 abstained.
On the advisory say-on-pay proposal, 247,955,843 votes were cast for, 1,948,892 against and 58,875 abstained, with 3,251,514 non-votes. The filing reports no other matters submitted to a vote.
02—Key points
Key Highlights
- Annual Meeting of Stockholders held on July 31, 2025, under Item 5.07 of Form 8-K.
- All Class A director nominees were elected, though Angela Ahrendts and Darren Walker drew substantial withheld votes (12,935,186 and 10,956,535, respectively).
- All eight Class B director nominees, including Ralph Lauren and David Lauren, were elected with 218,812,760 votes each and no votes withheld.
- Ernst & Young LLP was ratified as independent registered public accounting firm for the fiscal year ending March 28, 2026, with 252,357,967 votes for.
- Stockholders approved, on an advisory basis, the compensation of named executive officers and the compensation philosophy, policies and practices, with 247,955,843 votes for and 1,948,892 against.
- Class B common stock carries ten votes per share versus one vote per share for Class A, a structure that gives Class B holders substantial control over director elections.
03—Questions
Frequently Asked Questions
Who was elected to the Ralph Lauren board at the July 31, 2025 annual meeting?
The Class A directors elected were Angela Ahrendts, Linda Findley and Darren Walker. The Class B directors elected were Ralph Lauren, Patrice Louvet, David Lauren, Frank A. Bennack, Jr., Debra Cupp, Michael A. George, Valerie Jarrett and Wei Zhang. All will serve until the 2026 Annual Meeting of Stockholders.
Did stockholders approve the company's executive compensation?
Yes. On an advisory basis, stockholders approved the compensation of the named executive officers and the company's compensation philosophy, policies and practices, with 247,955,843 votes for, 1,948,892 against, 58,875 abstentions and 3,251,514 non-votes.
Who is the company's independent auditor for fiscal 2026?
Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 28, 2026, with 252,357,967 votes for, 795,328 against and 61,829 abstentions.
Why did some Class A director nominees receive large numbers of withheld votes?
The filing reports the vote counts but does not state the reasons for the withheld votes. It shows Angela Ahrendts with 12,935,186 votes withheld and Darren Walker with 10,956,535 withheld, while Linda Findley had 1,076,291 withheld.
04—Continue