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Phillips-Van Heusen Corporation (PVH)
2013 Annual Shareholder Meeting
June 20, 2013 10:00 am ET
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
Previous Statements by PVH
» PVH Management Discusses Q1 2013 Results - Earnings Call Transcript
» PVH Management Discusses Q4 2012 Results - Earnings Call Transcript
» Phillips-Van Heusen Corporation CEO Discusses Q3 2012 Financial Results - Earnings Call Transcript
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?
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.
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.
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.
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?
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.
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?
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.