PVH Corp. (PVH)

PVH 
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Phillips-Van Heusen Corporation (PVH)

2013 Annual Shareholder Meeting

June 20, 2013 10:00 am ET

Executives

Emanuel Chirico - Chairman and Chief Executive Officer

Fred Gehring - Independent Director, Chief Executive Officer of Tommy Hilfiger Group and Chief Executive Officer of International Operations

Ken Duane - Vice Chairman of Wholesale Apparel

Paul Thomas Murry - Member of Operating Committee and Chief Executive Officer of Calvin Klein

Michelle ODonnell

Presentation

Operator

Good morning. I'm Mark Fischer, General Counsel and Secretary of PVH Corp. As you take your seats, I'll present our safe harbor statement. The presentations to be made during this meeting include market and industry data from research surveys, studies and publications issued by third parties and information from customers. While we believe the information is reliable, we have not verified it and do not represent its accuracy. The presentations also contain forward-looking statements that reflect our views as of June 12, 2013, future events and performance. These statements are subject to risks and uncertainties including those identified in our SEC filings. As such, our future results could differ materially from previous results or current expectations. The risks include the company's right to change its strategies, objectives and intentions; its need to use significant cash flow to service its debt obligations; its vulnerability to weather, economic conditions, fuel prices, fashion trends, loss of retail accounts, epidemics, war, terrorism, scarcity of raw materials and other factors; its reliance on the sales of its business partners and its exposure to the behavior of its associates, business partners and licensors. We do not undertake any obligation to update publicly any forward-looking statement including estimates regarding revenue and earnings. The presentation also includes GAAP financial measures as defined by the SEC. Reconciliations of these measures are included in our current reports on Form 8-K identified in the press release we released announcing this meeting. The 8-Ks are available on pvh.com and on the SEC website. And now, I'd like to introduce Manny Chirico, Chairman and CEO of PVH.

Emanuel Chirico

Thanks, Mark. Thanks for the great introduction, it was completely scintillating. First of all, good morning to everyone and thank you for joining us for our 2013 Annual Shareholders' Meeting. I would first like to introduce all of our stockholders -- excuse me, all of our directors. To my immediate left, as I go around the table, is Fred Gehring, Craig Rydin, Helen McCluskey, Henry Nasella, Mary Baglivo. Across the aisle is Jim Marino, Rita Rodriguez, Bruce Maggin, Joe Fuller, Juan Figuereo and Margaret Jenkins. All of these individuals, along with myself, are also nominees for directors this year. Our accountants, Ernst & Young, their representatives are here today, Tim Tracy, Mike Petrane and Becky Burke of Ernst & Young are here and they'll be available to answer your questions as we go through the meeting.

The Secretary has informed me that we have an affidavit certifying the mailing of the Notice of the Annual Meeting, the Proxy Statement, the form of the Proxy Statement and the annual report. It will be annexed to the minutes of this meeting. Becky Paulson of Wells Fargo Services, our transfer agent, has been appointed as Inspector of Election for this meeting. An oath of inspector has been filed and will be annexed to the minutes of this meeting as well.

Any stockholder who has not executed a proxy, or wishes to change his or her proxy, may vote those shares in person by requesting a registration form and ballots. If anyone needs to do that, please raise your hands. The number of outstanding shares of all common stockholders eligible to vote as of April 23, 2013 was 81,044,559. The Inspectors of Election have advised me that we have over 50% of the eligible votes represented at the meeting and, therefore, we have a quorum. In the fact, we have over 71 million shares represented or over 88% of the eligible votes represented at the meeting.

As indicated in the proxy, we have 5 matters to vote upon at the meeting. After the introduction of each matter, you will be given the opportunity to comment on the specific proposal. Please hold all questions until the question-and-answer period later in the meeting.

The first matter, election of directors. The meeting is now open to consider the election of 12 directors for the coming year. May I please have the proposal?

Unknown Executive

I move that the stockholders of PVH Corp. elect as directors: Mary Baglivo, Emanuel Chirico, Juan Figuereo, Joseph B. Fuller, Fred Gehring, Margaret O. Jenkins, Bruce Maggin, V. James Marino, Helen McCluskey, Henry Nasella, Rita M. Rodriguez and Craig Rydin to serve for a term of 1 year expiring at the Annual Meeting of Stockholders in 2014 as set forth in the proxy statements of this meeting.

Emanuel Chirico

Do we have any questions or comments on the specific proposal? There being no questions, I close the discussion on that matter. Approval of the material terms under the company's performance and incentive bonus plan, the meeting is now open to consider the approval of this matter. May I have the proposal? There being no questions, I close the discussion on that matter.

Approval of the material terms under the their company's performance and incentive bonus plan, the meeting is now open to consider the approval of this matter. May I have the proposal.

Unknown Executive

I move that the stockholders of PVH Corp. approve the material terms of our performance incentive bonus plan as set forth in the Proxy Statement for this meeting.

Emanuel Chirico

Any questions or comments? There being none, I close the discussion on this matter.

Moving to -- the meeting is now open to consider the approval of the material terms under the company's Long-Term Incentive Plan. May I please have the proposal?

Unknown Executive

I move that the stockholders PVH Corp. approve the material terms of our Long-Term Incentive Plan as set forth in the Proxy Statement for this meeting.

Emanuel Chirico

The meeting is now open for any questions or comments on the proposal. There being none, I close the discussion on this matter.

The meeting is now open to consider the approval, on an advisory basis, of the compensation plans for the company's named executive officers. May I please have the proposal?

Unknown Executive

I move that the stockholders of PVH Corp. approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed, pursuant the rules of the Securities and Exchange Commission in the Proxy Statement for this meeting.

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