Proxy Statement & Notice of Annual Meeting
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2020 PROXY STATEMENT & NOTICE OF ANNUAL MEETING RALPH LAUREN CORPORATION “Our company is built not on what we did yesterday or even today, but what we dream for tomorrow.” LEADERSHIP LETTER RALPH LAUREN CORPORATION A MESSAGE FROM OUR EXECUTIVE CHAIRMAN AND CHIEF CREATIVE OFFICER AND OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER DEAR STOCKHOLDER: As we look forward, we believe the core tenets of our Next Great Chapter strategy hold true, and we will You are cordially invited to join our 2020 Annual continue to drive our five strategic priorities, including: Meeting of Stockholders to be held on Thursday, July 30, 2020, at 9:30 a.m., Eastern Time. Our Annual 1. Winning over a new generation of consumers; Meeting will be a “virtual meeting” of stockholders, 2. Energizing our core products and building high- which will be conducted exclusively online via live value, under-developed categories; webcast, similar to last year. 3. Driving targeted expansion; Your vote is very important. Whether you plan to 4. Leading with digital; and participate in the Annual Meeting or not, please be sure 5. Operating with discipline to fuel growth. to vote. Information concerning the matters to be considered and voted upon at the 2020 Annual Meeting In addition, the principles of putting the consumer at the is set out in the attached Notice of 2020 Annual center of everything we do, elevating and energizing our Meeting and Proxy Statement. brands, and balancing growth and productivity will continue to guide our approach and execution. We are at a pivotal moment in history. We are writing one of the most important chapters in In just a few short months, the COVID-19 pandemic has our story, and we are confident that the strength of our disrupted every facet of society, business, and human Purpose, our business, our balance sheet, our brands behavior. And the horrific acts of racism taking place and, especially, our teams will allow us to dream, inspire, within the United States have led to a reckoning for create, and deliver attractive value for years to come. individuals, companies, and society to act deeply and meaningfully to address systemic racial injustice. Each of Thank you for your ongoing support and continued these are important catalysts to re-examine our business interest in our Company. We look forward to engaging and our responsibility to our teams and to the world. at our 2020 Annual Meeting. In this new context, we have been challenging ourselves to interrogate what it means to truly deliver long-term, sustainable growth and value creation for all of our stakeholders – understanding that value cannot be singularly defined. Our Purpose – to inspire the dream of a better life through authenticity and timeless style – and our emphasis on building business for the long-term are at the center of the actions we are taking and will continue to take. Reflecting on Fiscal 2020, we made meaningful progress advancing toward the goals we set out to Ralph Lauren Patrice Louvet create value, a positive impact in society, and a more Executive Chairman and President and sustainable future, and you can expect to hear more Chief Creative Officer Chief Executive Officer about this journey in Fiscal 2021. New York, New York June 19, 2020 1 | 2020 PROXY STATEMENT NOTICE OF ANNUAL MEETING RALPH LAUREN CORPORATION NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS PURPOSE OF THE MEETING NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS The 2020 Annual Meeting of Stockholders of Ralph Lauren Corporation, a Delaware corporation, will be We will be using the Securities and Exchange held virtually via live webcast on Thursday, July 30, Commission’s Notice and Access model, which allows us 2020, at 9:30 a.m., Eastern Time, at to make the proxy materials available on the Internet, as www.virtualshareholdermeeting.com/RL2020, or at any the primary means of furnishing proxy materials to postponement or adjournment of the meeting, for the stockholders. On or about June 19, 2020, we will mail to following purposes: all stockholders a Notice of Internet Availability of Proxy Materials, which contains instructions for accessing our 1. To elect 12 directors to serve until the 2021 Annual proxy materials on the Internet and voting by telephone Meeting of Stockholders; or on the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions for requesting 2. To ratify the appointment of Ernst & Young LLP as a printed set of proxy materials. The Proxy Statement, our independent registered public accounting firm Annual Report on Form 10-K for the fiscal year ended for the fiscal year ending March 27, 2021; March 28, 2020, and Notice of Annual Meeting are 3. To approve, on an advisory basis, the compensation available at: http://investor.ralphlauren.com. of our named executive officers and our compensation philosophy, policies, and practices as YOUR VOTE IS IMPORTANT described herein; and 4. To transact such other business as may properly Please vote promptly by signing, dating, and returning come before the meeting and any adjournments or the enclosed proxy card or voting by telephone or on postponements thereof. the Internet by following the instructions on your Notice of Internet Availability of Proxy Materials. In the event The foregoing items of business are described more that a stockholder decides to participate in the online fully in the accompanying Proxy Statement. Only meeting, such stockholder may, if so desired, revoke the holders of record of the Company’s Class A and Class B proxy by voting those shares when joining the meeting. Common Stock at the close of business on June 1, 2020 are entitled to notice of, and to vote at, the 2020 By Order of the Board of Directors, Annual Meeting of Stockholders and any adjournments or postponements thereof. AVERY S. FISCHER Executive Vice President, General Counsel, and Secretary New York, New York June 19, 2020 2020 PROXY STATEMENT | 2 SPECIAL NOTE RALPH LAUREN CORPORATION SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains, and oral statements made at the 2020 Annual European Union and the uncertainty surrounding its future relationship Meeting of Stockholders and elsewhere from time to time by our with the European Union, including trade agreements, as well as the representatives may contain, certain “forward-looking statements” within related impact to global stock markets and currency exchange rates; the the meaning of the Private Securities Litigation Reform Act of 1995. impact to our business resulting from increases in the costs of raw Forward-looking statements include statements regarding, among other materials, transportation, and labor, including wages, healthcare, and other things, our current expectations about the Company’s future results and benefit-related costs; our ability to secure our facilities and systems and financial condition, revenues, store openings and closings, employee those of our third-party service providers from, among other things, reductions, margins, expenses, earnings, and citizenship and sustainability cybersecurity breaches, acts of vandalism, computer viruses, or similar goals and are indicated by words or phrases such as “anticipate,” Internet or email events; our efforts to successfully enhance, upgrade, and/ “outlook,” “estimate,” “expect,” “project,” “believe,” “envision,” “can,” “will, or transition our global information technology systems and digital “commit,” “aim,” “seek,” “goal,” “target,” and similar words or phrases. commerce platforms; the potential impact to our business if any of our These forward-looking statements involve known and unknown risks, distribution centers were to become inoperable or inaccessible; the uncertainties and other factors which may cause actual results, potential impact on our operations and on our suppliers and customers performance, or achievements to be materially different from the future resulting from man-made or natural disasters, including pandemic diseases results, performance or achievements expressed in or implied by such such as COVID-19, severe weather, geological events, and other forward-looking statements. Forward-looking statements are based largely catastrophic events; changes in our tax obligations and effective tax rate on the Company’s expectations and judgments and are subject to certain due to a variety of other factors, including potential changes in U.S. or risks and uncertainties, many of which are unforeseeable and beyond our foreign tax laws and regulations, accounting rules, or the mix and level of control. The factors that could cause actual results to materially differ earnings by jurisdiction in future periods that are not currently known or include, among others: the loss of key personnel, including Mr. Ralph anticipated; our exposure to currency exchange rate fluctuations from Lauren, or other changes in our executive and senior management team or both a transactional and translational perspective; the impact to our to our operating structure, and our ability to effectively transfer knowledge business resulting from potential costs and obligations related to the early during periods of transition; the impact to our business resulting from the or temporary closure of our stores or termination of our long-term, COVID-19 pandemic, including the temporary closure of our stores, non-cancellable leases; our ability to achieve anticipated operating distribution centers, and corporate facilities, as well as those of our enhancements and cost reductions from our restructuring