eh1400966_8k.htm
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):  August 7, 2014

RALPH LAUREN CORPORATION 
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation)
 
 001-13057  13-2622036
 (Commission File Number)  (IRS Employer Identification No.)
   
 650 MADISON AVENUE, NEW YORK, NEW YORK    10022
 (Address of Principal Executive Offices)    (Zip Code)
 
(212) 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):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
ITEM 5.07.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
(a)           The Annual Meeting of Stockholders of Ralph Lauren Corporation (the “Company”) was held on August 7, 2014.
 
(b)           The shareholders (i) elected all of the Company’s nominees for director to serve until the Company’s 2015 Annual Meeting of Stockholders, (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2015, (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers and the Company’s compensation philosophy, policies and practices and (iv) did not approve a shareholder proposal regarding a report on human rights risk assessment.

  Each person duly elected as a director received the number of votes indicated beside his or her name below.  Class A directors are elected by the holders of Class A common stock and Class B directors are elected by holders of Class B common stock.  Except for the election of directors, the Class A common stock and Class B common stock vote together as a single class on all matters presented for the consideration of our stockholders.  Each owner of record of Class A common stock on the record date is entitled to one vote for each share. Each owner of record of Class B common stock on the record date is entitled to ten votes for each share.

 
1. 
Election of Directors:
 
 Class A Directors
Number of
Votes For
Number of
Votes
Withheld
Non-Votes
Frank A. Bennack, Jr. 
40,471,831
6,132,337
2,769,952
Joel L. Fleishman 
37,009,683
9,594,485
2,769,952
Hubert Joly
40,980,743
5,623,425
2,769,952
Steven P. Murphy 
40,980,580
5,623,588
2,769,952

 Class B Directors
Number of
Votes For
Number of
Votes
Withheld
Non-Votes
Ralph Lauren 
268,812,760
0
0
Jackwyn L. Nemerov 
268,812,760
0
0
David Lauren
268,812,760
0
0
John R. Alchin 
268,812,760
0
0
Arnold H. Aronson
268,812,760
0
0
Dr. Joyce F. Brown 
268,812,760
0
0
Judith A. McHale
268,812,760
0
0
Robert C. Wright 
268,812,760
0
0
 
 
 
 
 

 
 
2.
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2015.
 
 
Number of Votes For
Number of Votes Against
Abstentions
Non-Votes
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2015.
 
316,049,318
2,014,586
122,976
N/A

 
3. 
Approval, on an advisory basis, of the compensation of the Company’s named executive officers and the Company’s compensation philosophy, policies and practices.

 
Number of Votes For
Number of Votes Against
Abstentions
Non-Votes
Approval, on an advisory basis, of the compensation of the Company’s named executive officers and the Company’s compensation philosophy, policies and practices.
 
281,798,478
33,444,221
174,229
2,769,952

 
4. 
Shareholder proposal regarding a report on human rights risk assessment.
 
 
Number of Votes For
 
Number of Votes Against
 
Abstentions
Non-Votes
Shareholder proposal regarding a report on human rights risk assessment.
 
3,889,307
307,710,908
3,816,713
2,769,952
 
 
 
 
 

 
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:  August 8, 2014
By:
/s/ Christopher H. Peterson  
   
Name:
Christopher H. Peterson  
   
Title:  
Executive Vice President,
Chief Financial Officer and
Chief Administrative Officer