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Ralph Lauren Corp. – ‘8-K’ for 11/9/22

On:  Wednesday, 11/16/22, at 9:10am ET   ·   For:  11/9/22   ·   Accession #:  950142-22-3192   ·   File #:  1-13057

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/16/22  Ralph Lauren Corp.                8-K:5,9    11/09/22   11:195K                                   Paul Weiss Ri… LLP 01/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     29K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML      9K 
 6: R1          Cover                                               HTML     45K 
 9: XML         IDEA XML File -- Filing Summary                      XML     11K 
 7: XML         XBRL Instance -- eh220305580_8k_htm                  XML     15K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- rl-20221109_lab                       XML     96K 
 5: EX-101.PRE  XBRL Presentations -- rl-20221109_pre                XML     64K 
 3: EX-101.SCH  XBRL Schema -- rl-20221109                           XSD     13K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    33K 
11: ZIP         XBRL Zipped Folder -- 0000950142-22-003192-xbrl      Zip     18K 


‘8-K’   —   Current Report


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM  i 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):  i November 9, 2022

 

 i RALPH LAUREN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
     
 i Delaware  i 001-13057  i 13-2622036
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
     

 i 650 Madison Avenue,

 i New York,  i New York

   i 10022
(Address of principal executive offices)   (Zip Code)
     
( i 212)  i 318-7000
Registrant’s telephone number, including area code
     
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 (see General Instruction A.2. below):

 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:

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange
on which Registered

 i Class A Common Stock, $.01 par value    i RL    i New 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    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.   ☐

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ITEM 5.02.DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On November 9, 2022, the Board of Directors (the “Board”) of Ralph Lauren Corporation (the “Company”) elected Wei Zhang as a Class B director on the Board and Darren Walker (previously a Class B director on the Board) as a Class A director on the Board, each effective November 9, 2022, to serve until the 2023 Annual Meeting of Stockholders or until her or his successor is elected and qualified or until her or his earlier death, resignation or removal. In accordance with the Company’s Amended and Restated Certificate of Incorporation, Ms. Zhang was elected to the Board by the directors who were themselves elected by the holders of the Company’s Class B Common Stock, par value $0.01, at the last annual meeting of stockholders of the Company, and Mr. Walker was elected to the Board by the directors who were themselves elected by the holders of the Company’s publicly traded Class A Common Stock, par value $0.01, at the last annual meeting of stockholders of the Company. Ms. Zhang was also elected to serve as a member of the Finance Committee and the Nominating, Governance, Citizenship and Sustainability Committee of the Board, effective November 9, 2022. In connection with this election, the Board determined to increase its size from twelve members to thirteen members.

There are no arrangements or understandings among either of Ms. Zhang or Mr. Walker and any other persons pursuant to which Ms. Zhang or Mr. Walker, as applicable, was selected as a director, and there have been no transactions with respect to Ms. Zhang or Mr. Walker reportable under Item 404(a) of Regulation S-K. Ms. Zhang and Mr. Walker will be entitled to the same compensation, indemnification and other benefits as other non-employee directors.

A copy of the press release announcing the election of Ms. Zhang to the Board is filed as Exhibit 99.1 hereto and incorporated by reference herein in its entirety.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)       Exhibits.

 

Exhibit No.   Description
     
99.1  

Press Release, dated November 16, 2022

104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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.

  RALPH LAUREN CORPORATION  
         

Date: November 16, 2022

By: /s/ Jane Hamilton Nielsen

 
    Jane Hamilton Nielsen  
    Chief Operating Officer and Chief Financial Officer  

 

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:11/16/22None on these Dates
For Period end:11/9/22
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