Shareholder Vote · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 17, 2023     V. F. Corporation (Exact name of registrant as specified in its charter)       Pennsylvania   1-5256   23-1180120 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)   1551 Wewatta Street Denver , Colorado   80202 (Address of Principal Executive Offices)   (Zip Code) Registrant’s Telephone Number, including Area Code: (720) 778-4000     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(s)   Name of each exchange on which registered Common Stock, without par value, stated capital $.25 per share   VFC   New York Stock Exchange 0.625% Senior Notes due 2023   VFC23   New York Stock Exchange 4.125% Senior Notes due 2026   VFC26   New York Stock Exchange 0.250% Senior Notes due 2028   VFC28   New York Stock Exchange 4.250% Senior Notes due 2029   VFC29   New York Stock Exchange 0.625% Senior Notes due 2032   VFC32   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. ☐       Item 5.07. Submission of Matters to a Vote of Security Holders. V.F. Corporation (“VF”) held its annual meeting of shareholders (the “Meeting”) on July 25, 2023. At the Meeting, VF shareholders voted on the election of ten directors, whether to approve the compensation of VF’s named executive officers, the frequency of future advisory votes on executive compensation, and the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2024 fiscal year. The final voting results were as follows:   1. With respect to the election of the nominees as directors of VF, each of the ten nominees were elected based on the votes cast as set forth opposite their names below:   Name of Director    Votes For    Votes Against    Votes Abstaining    Broker Non-Votes Richard T. Carucci    255,865,391    8,669,563    20,355,271    48,574,107 Alex Cho    275,360,163    4,757,737    4,772,325    48,574,107 Juliana L. Chugg    263,314,465    8,838,702    12,737,058    48,574,107 Benno Dorer    275,433,065    4,635,993    4,821,167    48,574,107 Mark S. Hoplamazian    272,075,552    8,714,500    4,100,173    48,574,107 Laura W. Lang    273,939,895    4,291,507    6,658,823    48,574,107 W. Rodney McMullen    274,563,582    4,873,320    5,453,323    48,574,107 Clarence Otis, Jr.    244,250,305    11,659,822    28,980,098    48,574,107 Carol L. Roberts    279,993,888    3,334,788    1,561,549    48,574,107 Matthew J. Shattock    267,571,384    4,118,864    13,199,977    48,574,107   2. With respect to the advisory vote to approve named executive officer compensation, the votes were cast for the proposal as set forth below: Votes For: 252,560,110 Votes Against: 31,835,744 Votes Abstaining: 494,371 Broker Non-Votes: 48,574,107   3. With respect to the advisory vote on the frequency of future advisory votes on executive compensation, the votes were cast for the proposal as set forth below: Votes For One Year: 280,597,132 Votes For Two Years: 308,410 Votes For Three Years: 3,561,605 Votes Abstaining: 423,078 Broker Non-Votes: 48,574,107 VF will continue to include an advisory vote on executive compensation in its proxy materials every year (the frequency selected by the majority of VF’s shareholders) until the next advisory vote on the frequency of future advisory votes on executive compensation, which will occur no later than VF’s 2029 annual meeting of shareholders.   4. With respect to the proposal to ratify the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2024 fiscal year, the votes were cast for the proposal as set forth below: Votes For: 306,500,293 Votes Against: 26,417,671 Votes Abstaining: 546,368 Item 8.01. Other Events. Effective July 17, 2023 (the “Effective Date”), the VF Board of Directors (the “Board”), upon the recommendation of the Governance and Corporate Responsibility Committee of the Board (the “Governance Committee”), determined that Benno Dorer, who had served as VF’s Interim President and CEO from December 5, 2022 to the Effective Date, is independent in accordance with the listing standards of the New York Stock Exchange and the independence standards in VF’s Corporate Governance Principles. As of the Effective Date, Mr. Dorer was appointed as Chair of the Governance Committee and a member of the Talent and Compensation Committee of the Board and the Executive Committee of the Board, respectively, and ceased to serve as an ex officio member of the Finance Committee of the Board. 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: July 27, 2023