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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 5, 2024

PVH CORP. /DE/
(Exact name of registrant as specified in its charter)
Delaware001-0757213-1166910
    (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
285 Madison Avenue,New York,New York10017
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (212)-381-3500
Not Applicable
(Former name or former address, if changed since last report)

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 classTrading SymbolName of each exchange on which registered
Common Stock, $1 par valuePVHNew York Stock Exchange
4.125% Senior Notes due 2029PVH29New 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. o



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

On August 5, 2024, the Board of Directors (the “Board”) of PVH Corp. (the “Company”) appointed Kate Gulliver, 42, to the Board, effective immediately. Ms. Gulliver has served as Chief Financial Officer and Chief Administrative Officer of Wayfair Inc. (“Wayfair”) since November 2022 and previously served as Wayfair’s Incoming Chief Financial Officer from May 2022 to November 2022. Prior to that, Ms. Gulliver served as Wayfair’s Chief People Officer from May 2016 to May 2022 where she built up Wayfair’s talent organization. Prior to leading the talent function, Ms. Gulliver managed Wayfair’s Investor Relations team, where she drove all communication and relationship development with outside investors.

The Board determined that Ms. Gulliver qualifies as independent under the New York Stock Exchange listing standards and the applicable requirements of the Securities and Exchange Commission and has appointed her to the Board’s Audit & Risk Management Committee.

The appointment of Ms. Gulliver is in connection with the Board’s on-going refreshment process, as supported by the Nominating, Governance & Management Development Committee.

There is no arrangement or understanding between Ms. Gulliver and any other person pursuant to which she was selected as a director, nor are there any transactions between the Company and Ms. Gulliver or any of her immediate family members that require disclosure pursuant to Item 404(a) of Regulation S-K.

The Company issued a press release on August 5, 2024 announcing Ms. Gulliver’s Board appointment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements And Exhibits.
(d) Exhibits.
Exhibit No.Description of Exhibit
99.1
104Cover 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.

PVH CORP.
 
By: /s/ Mark D. Fischer
Mark D. Fischer
Executive Vice President, General Counsel and
Secretary 
Date: August 5, 2024



Exhibit 99.1

PVH Corp. Appoints Kate Gulliver to Its Board of Directors


NEW YORK--(BUSINESS WIRE)--Aug. 5, 2024-- PVH Corp. [NYSE: PVH] today announced the appointment of Kate Gulliver, Chief Financial Officer and Chief Administrative Officer at Wayfair Inc., to its Board of Directors, effective immediately. Gulliver has also been appointed to the Board’s Audit & Risk Management Committee.

Stefan Larsson, PVH’s Chief Executive Officer, said, “Kate is a dynamic and entrepreneurial leader whose consumer-centric, data-driven approach will be important as we drive sustained, profitable, brand-accretive growth guided by our PVH+ Plan. Her diverse experience scaling a fast-growing digital business is especially key as we continue to unlock the full potential of our iconic brands.”

Gulliver was named Chief Financial Officer and Chief Administrative Officer of Wayfair in November 2022. In her decade-plus with the company, Gulliver has also served as Chief People Officer and Head of Investor Relations. Earlier in her career, she held roles at Bain Capital and at McKinsey & Company.

“We are pleased to welcome Kate to PVH’s Board of Directors,” said Michael Calbert, PVH Board Chair. “A growth and transformation agent who has held multiple leadership positions at one of world’s top ecommerce businesses, Kate is a unique executive whose perspective will be invaluable as we continue to build the next chapter for PVH.”

Gulliver commented, “I am honored to join PVH’s Board of Directors during this pivotal time. I've long admired PVH's two iconic brands, and I am inspired by the company's forward-looking growth strategy. I look forward to contributing to the company’s continued success.”

Gulliver’s appointment is part of the Board’s ongoing refreshment process, which brings together business leaders with a diverse range of skills and expertise to support the PVH+ Plan— the company’s multi-year, strategic growth plan to build Calvin Klein and TOMMY HILFIGER into the most desirable lifestyle brands in the world and make PVH one of the highest performing brand groups in its sector.

For more information about PVH Corp.'s Board of Directors and corporate governance practices, visit https://www.pvh.com/investor-relations/governance.

About PVH Corp.

PVH is one of the world's largest fashion companies, connecting with consumers in over 40 countries. Our global iconic brands include Calvin Klein and TOMMY HILFIGER. Our 140-year history is built on the strength of our brands, our team, and our commitment to drive fashion forward for good. That's the Power of Us. That's the Power of PVH.

Follow us on Facebook, Instagram, X and LinkedIn.



SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Forward-looking statements in this press release, including, without limitation, statements relating to the Company’s future plans, strategies, objectives, expectations and intentions are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which might not be anticipated, including, without limitation, (i) the Company’s plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; and (ii) the other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.

The Company does not undertake any obligation to update publicly any forward-looking statement, whether as a result of the receipt of new information, future events or otherwise.

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Aug. 05, 2024
Cover Page [Line Items]  
Document Type 8-K
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Entity Incorporation, State or Country Code DE
Entity File Number 001-07572
Entity Tax Identification Number 13-1166910
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Cover Page [Line Items]  
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Cover Page [Line Items]  
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