Form 8-K

 

 

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): February 10, 2015

 

 

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.)

 

105 Corporate Center Boulevard

Greensboro, North Carolina

   27408
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code 336-424-6000

 

 

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))

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of VF Corporation (“VF”) has increased the size of the Board to thirteen members and elected Mark S. Hoplamazian as a director, effective February 10, 2015, to serve until the annual meeting of shareholders in 2015. Mr. Hoplamazian will serve on the Audit, and Nominating and Governance Committees of the Board of Directors. Mr. Hoplamazian, 51, is the President and Chief Executive Officer and a member of the Board of Directors of Hyatt Hotels Corporation.

A copy of VF’s press release announcing the election of Mr. Hoplamazian to the Board is attached as Exhibit 99.1 and is incorporated herein by reference.

In accordance with VF’s director tenure policy, as set forth in its Corporate Governance Principles, which establishes a mandatory director retirement age of 72, Ursula O. Fairbairn, who has served as a member of the Board of Directors of VF since 1994, and George Fellows, who has served as a member of the Board of Directors of VF since 1997, determined that she or he would not stand for reelection as a director at VF’s annual meeting of shareholders in 2015 (the “2015 Annual Meeting”) since each will reach age 72 prior to the 2015 Annual Meeting. The Board of Directors acknowledged Ms. Fairbairn’s and Mr. Fellows’ outstanding service during their tenure on the Board of Directors.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

The following is furnished as an exhibit to this report:

 

99 V.F. Corporation press release dated February 11, 2015.

 

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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

(Registrant)

February 11, 2015 By:

/s/ Laura C. Meagher

Laura C. Meagher
Vice President, General Counsel and Secretary

 

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