PVH CORP. /DE/ — Board/Management Information 2024

Nov 13, 2024

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) November 13, 2024

PVH CORP. /DE/

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

285 Madison Avenue,
(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 class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1 par value	PVH	New York Stock Exchange
4.125% Senior Notes due 2029	PVH29	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 ☐

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 November 13, 2024, the Board of Directors (the “Board”) of PVH Corp. (the “Company”) appointed Jesper Andersen, 54, to the Board, effective immediately. Mr. Andersen has served as Executive Vice President and Chief Financial Officer of the LEGO Group since October 2020. Prior to joining the LEGO Group, he served as Chief Financial Officer at Upfield beginning in 2018, served as Chief Financial Officer at Beiersdorf for three years, and spent two decades in finance leadership roles at Colgate-Palmolive in Europe, Asia and North America.

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

The appointment of Mr. Andersen 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 Mr. Andersen and any other person pursuant to which he was selected as a director, nor are there any transactions between the Company and Mr. Andersen or any of his immediate family members that require disclosure pursuant to Item 404(a) of Regulation S-K.

The Company issued a press release on November 13, 2024 announcing Mr. Andersen’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	Press Release dated November 13, 2024 .
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.

PVH CORP.

By: /s/ Mark D. Fischer

Mark D. Fischer

Executive Vice President, General Counsel and

Secretary

Date: November 13, 2024