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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/25/23 V F Corp. 8-K:5,9 1/24/23 12:439K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 202K 7: R1 Document and Entity Information HTML 57K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- d421305d8k_htm XML 23K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.DEF XBRL Definitions -- vfc-20230124_def XML 43K 5: EX-101.LAB XBRL Labels -- vfc-20230124_lab XML 72K 6: EX-101.PRE XBRL Presentations -- vfc-20230124_pre XML 45K 3: EX-101.SCH XBRL Schema -- vfc-20230124 XSD 16K 11: JSON XBRL Instance as JSON Data -- MetaLinks 15± 22K 12: ZIP XBRL Zipped Folder -- 0001193125-23-015237-xbrl Zip 60K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 January 24, 2023
V.F. Corporation
(Exact name of registrant as specified in charter)
| i Pennsylvania | i 1-5256 | i 23-1180120 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 1551 Wewatta Street
i Denver, i Colorado i 80202
(Address of principal executive offices)
i (720) i 778-4000
(Registrant’s telephone number, including area code)
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:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on which Registered | ||
| i Common Stock, without par value, stated capital $.25 per share | i VFC | i New York Stock Exchange | ||
| i 0.625% Senior Notes due 2023 | i VFC23 | i New York Stock Exchange | ||
| i 0.250% Senior Notes due 2028 | i VFC28 | i New York Stock Exchange | ||
| i 0.625% Senior Notes due 2032 | i VFC32 | 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. ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 24, 2023, the Board of Directors (the “Board”) of V.F. Corporation (the “Company”) amended and restated the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”), effective immediately. The amendments effected by the By-Laws:
| • | address Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended, and include updates to the procedural and information requirements for the nomination of directors; |
| • | provide an outside date for the submission window for shareholders to nominate directors (other than pursuant to the proxy access provisions of the Company’s By-Laws); |
| • | reflect recent amendments to, and align certain provisions with, the Pennsylvania Business Corporation Law; and |
| • | make various other updates, including ministerial and conforming changes, such as changes in furtherance of gender neutrality. |
The foregoing summary description of the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Amended and Restated By-Laws of V.F. Corporation, Effective January 24, 2023. | |
| 104 | Cover 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.
| V.F. CORPORATION | ||
| By: | /s/ Jennifer S. Sim | |
| Name: | Jennifer S. Sim | |
| Title: | Executive Vice President, General Counsel & Secretary | |
Date: January 25, 2023
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/25/23 | None on these Dates | ||
| For Period end: | 1/24/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/25/23 V F Corp. 10-K 4/01/23 159:22M 2/27/23 V F Corp. 424B5 2:706K Donnelley … Solutions/FA 2/21/23 V F Corp. 424B3 1:654K Donnelley … Solutions/FA |