UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
i PVH CORP. /DE/
(Exact name of registrant as specified in its charter)
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i Delaware
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i 13-1166910
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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i 13-1166910, i NEW YORK, i New York
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i 10016
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code ( i 212)- i 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:
i ☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
i ☐ 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:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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i Common Stock, $1.00 par value
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i PVH
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i The New York Stock Exchange
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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 i ☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) Entry into material compensatory agreements
On
February 14, 2020, PVH Corp. (the
“Company”) entered into a new employment agreement with Cheryl Abel-Hodges, the Chief Executive
Officer of Calvin Klein (the
“Abel-Hodges Agreement”). The Abel-Hodges Agreement supersedes the Amended and Restated Employment Agreement, dated as of
December 16, 2008, between Ms. Abel-Hodges and
the Company, which was amended as of
March 31, 2011.
The following is a description of the material terms and conditions of the Abel-Hodges Agreement.
Ms. Abel-Hodges will serve as the Chief Executive Officer, Calvin Klein, and is required to perform such duties and services as will from
time to time be assigned to her by
the Company’s Board of Directors (the
“Board”), Chief Executive Officer (the
“CEO”) or President.
Ms. Abel-Hodges’ initial base salary is $1,000,000 per annum and is subject to annual review and upward adjustment in the discretion of
the Board. Ms. Abel-Hodges also is eligible to participate in
the Company’s bonus and stock plans and other incentive compensation programs, as well as all employee benefit and insurance plans sponsored or maintained by
the Company for similarly
situated executives of
the Company. In addition, Ms. Abel-Hodges is entitled to reimbursement of reasonable expenses incurred or paid by Ms. Abel-Hodges in the performance of her duties.
The Abel-Hodges Agreement sets forth Ms. Abel-Hodges’ rights to severance upon termination of employment. Ms. Abel-Hodges is entitled to
severance only if her employment is terminated by
the Company without
“cause” or if she terminates her employment for
“good reason.” “Cause” is defined in the Abel-Hodges Agreement as (i) gross negligence or willful misconduct (A) in Ms.
Abel-Hodges’ performance of the material responsibilities of her position, which results in material economic harm to
the Company or its affiliates or (B) that results in material reputational harm to
the Company or its affiliates; (ii) Ms.
Abel-Hodges’ willful and continued failure to perform substantially her duties (other than any such failure resulting from incapacity due to physical or mental illness); (iii) Ms. Abel-Hodges’ conviction of, or plea of guilty or
nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation) or a crime of moral turpitude;
(iv) Ms. Abel-Hodges’ having willfully divulged, furnished, or made accessible any confidential information (as defined in the Abel-Hodges Agreement); (v) any act or failure to act by Ms. Abel-Hodges that, under the provisions of applicable law,
disqualifies her from acting in her position; or (vi) any material breach of the Abel-Hodges Agreement,
the Company’s Code of Business Conduct and Ethics or any other material Company policy.
“Good reason” is defined in the Abel-Hodges Agreement as (i) the assignment to Ms. Abel-Hodges without her consent of any duties
inconsistent in any material respect with Ms. Abel-Hodges’ position, or any other action by
the Company that results in a material diminution in such position; (ii) a change in Ms. Abel-Hodges’ reporting relationship such that she no longer reports
directly to the Board, the CEO or the President of
the Company; (iii) a reduction of her base salary; (iv) the taking of any action by
the Company that substantially diminishes (A) the aggregate value of Ms. Abel-Hodges’ total compensation
opportunity, and/or (B) the aggregate value of the employee benefits provided to her relative to all other similarly situated senior executives; (v) requiring that Ms. Abel-Hodges’ services be rendered primarily at a location or locations more than
75 miles from the location of the principal office at which she performs her duties, except for traveling to attend to
the Company’s business; or (vi) the failure of
the Company to require any successor to
the Company to assume expressly and agree to
perform the Abel-Hodges Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken place.
If Ms. Abel-Hodges’ employment is terminated without cause or for good reason (other than during the two-year period after a
“change in
control” (as defined in the Abel-Hodges Agreement)), Ms. Abel-Hodges is entitled, subject to executing a release of claims in
the Company’s favor, to an aggregate amount equal to two times the sum of her base salary plus an amount equal to the bonus
that would be payable if
“target” level performance were achieved under
the Company’s annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been
established for the year of termination). This amount will be paid in accordance with
the Company’s payroll schedule in 48 semi-monthly substantially equal installments. The Abel-Hodges Agreement provides that during the two-year period following Ms.
Abel-Hodges’ termination of employment without cause or for good reason (other than during the two-year period after a change in control), medical, dental and life insurance coverages are continued for Ms. Abel-Hodges (and her family, to the extent
participating prior to termination of employment), subject to Ms. Abel-Hodges executing a release of claims in
the Company’s favor and subject to cessation if she obtains replacement coverage from another employer (although there is no duty to seek
employment or mitigate damages). Ms. Abel-Hodges is required to pay the active employee rate, if any, for such coverage.
Ms. Abel-Hodges also is entitled, subject to executing a release of claims in
the Company’s favor, to severance upon the termination of
her employment by
the Company without cause or by her for good reason within two years after a change in control. In either such case, she will receive an aggregate amount equal to two times the sum of her base salary plus an amount equal to the
bonus that would be payable if
“target” level performance were achieved under
the Company’s annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been
established for the year of termination). This amount will be paid in a lump sum, if the change in control constitutes a
“change in the ownership” or a
“change in the effective control” of
the Company or a
“change in the ownership of a substantial
portion of a corporation’s assets” (each within the meaning of Section 409A of the Code). The amount will be paid in 48 semi-monthly substantially equal payments, if the change in control does not constitute a
“change in the ownership” or a
“change
in the effective control” of
the Company or a
“change in the ownership of a substantial portion of a corporation’s assets” under Section 409A of the Code. The Abel-Hodges Agreement provides that during the two-year period following Ms. Abel-Hodges’
termination of employment without cause or for good reason within two years after a change in control, medical, dental and life insurance coverages are continued for Ms. Abel-Hodges (and her family, to the extent participating prior to termination of
employment), subject to Ms. Abel-Hodges executing a release of claims in
the Company’s favor and subject to cessation if she obtains replacement coverage from another employer (although there is no duty to seek employment or mitigate damages). Ms.
Abel-Hodges is required to pay the active employee rate, if any, for such coverage.
Ms. Abel-Hodges will not be entitled to severance under the Abel-Hodges Agreement if
the Company’s Calvin Klein business is sold, spun
off or otherwise disposed of by
the Company, regardless of the form or nature of such transaction, and either (i) Ms. Abel-Hodges continues her employment in substantially the same or a greater capacity in regard to the Calvin Klein business as
immediately prior to the transaction, regardless of the terms of such employment, or (ii) Ms. Abel-Hodges is offered continued employment in connection with such transaction (whether or not she accepts the offer) and either (A) the Abel-Hodges
Agreement is to be assumed by the purchaser or other acquirer of the Calvin Klein business or is to be continued as a result of the purchase, spin off or other transaction involving a change in control of the entity then employing Ms. Abel-Hodges or
(B) she is offered employment in substantially the same or a greater capacity in regard to the Calvin Klein business and (1) her base salary is no less than the base salary then in effect and (2) all other compensation and benefits offered to her are
consistent with similarly situated executives with the new employer (including in comparable affiliates).
The Abel-Hodges Agreement provides that if Ms. Abel-Hodges’ receipt of the foregoing severance would subject her to the excise tax on
excess parachute payments under Section 4999 of the Code, her severance would be reduced by the amount required to avoid the excise tax if such a reduction would give Ms. Abel-Hodges a better after-tax result than if she had received the full
severance amount.
The Abel-Hodges Agreement also includes certain restrictive covenants in favor of
the Company, including prohibitions during and
following employment against Ms. Abel-Hodges’ use of confidential information, soliciting Company employees for employment by herself or anyone else, interfering with
the Company’s business relationships, and competing against
the Company by
accepting employment or being otherwise affiliated with a direct competitor of
the Company’s businesses or products as of the date of termination or any business that
the Company is planning to engage in or products that
the Company is planning to
develop or launch.
This summary of the Abel-Hodges Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to
the full text of the Abel-Hodges Agreement attached to this Current Report on Form 8-K as
Exhibit 10.1, which is
incorporated herein by reference.
Item 9.01 Financial Statements And
Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
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.
