Executive Change · Shareholder Vote

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 23, 2024     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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As disclosed in Item 5.07 below, the shareholders of V.F. Corporation (“VF”) approved the amendment and restatement of the 1996 Stock Compensation Plan (as amended and restated, the “Plan”) at the 2024 Annual Meeting of VF Shareholders (the “Annual Meeting”) on July 23, 2024. The Plan was summarized in VF’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 11, 2024 (the “Proxy Statement”) under the heading “Item No. 3: Proposal to Amend and Restate VF’s 1996 Stock Compensation Plan” and included as Appendix A to the Proxy Statement. The description of the Plan is qualified in its entirety by reference to the actual terms of the Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. On July 23, 2024, VF held the Annual Meeting. At the Annual Meeting, VF shareholders voted on the election of thirteen directors, the approval of the compensation of VF’s named executive officers, the approval of the Plan, and the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2025 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 thirteen 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      273,702,427        20,882,221        357,838        49,562,546   Alexander K. Cho      291,719,642        2,865,016        357,828        49,562,546   Juliana L. Chugg      265,954,016        28,653,949        334,521        49,562,546   Bracken P. Darrell      292,467,788        2,135,312        339,386        49,562,546   Trevor A. Edwards      292,443,718        2,154,096        344,672        49,562,546   Mindy F. Grossman      293,127,038        1,429,204        386,244        49,562,546   Mark S. Hoplamazian      285,641,879        8,933,871        366,736        49,562,546   Laura W. Lang      282,093,136        12,498,364        350,986        49,562,546   W. Rodney McMullen      291,439,788        3,147,844        354,854        49,562,546   Clarence Otis, Jr.      268,545,669        26,009,993        386,824        49,562,546   Carol L. Roberts      292,463,329        2,130,216        348,941        49,562,546   Matthew J. Shattock      278,850,741        15,736,627        355,118        49,562,546   Kirk C. Tanner      292,886,311        1,656,915        399,260        49,562,546     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 : 277,409,357 Votes Against : 17,029,795 Votes Abstaining : 503,334 Broker Non-Votes : 49,562,546   3. With respect to the proposal to approve the Plan, the votes were cast for the proposal as set forth below: Votes For : 227,907,314 Votes Against : 66,459,868 Votes Abstaining : 575,304 Broker Non-Votes : 49,562,546 4. With respect to the proposal to ratify the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2025 fiscal year, the votes were cast for the proposal as set forth below: Votes For : 321,682,867 Votes Against : 21,841,654 Votes Abstaining : 980,511   Item 9.01. Financial Statements and Exhibits. (d) Exhibits   Exhibit No.    Description 10.1    V.F. Corporation 1996 Stock Compensation Plan, as amended and restated May 14, 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.   V.F. CORPORATION By:   /s/ Jennifer S. Sim   Name: Jennifer S. Sim   Title: Chief Legal Officer and Corporate Secretary Date: July 24, 2024