As previously disclosed in the proxy statement of Liz Claiborne, Inc. (the "Company"), the Company proposed to stockholders to amend the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to remove supermajority vote requirements from the Certificate of Incorporation. On May 21, 2009, Liz Claiborne, Inc. (the "Company") held its annual meeting of stockholders, at which meeting the stockholder's affirmatively determined to so amend the Certificate of Incorporation. Accordingly, the Company's restated certificate of incorporation has been amended to reflect (a) the removal of supermajority vote requirements, including amendments to Articles FOURTH, FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH, TWELFTH, THIRTEENTH or FOURTEENTH of the restated certificate of incorporation. These particular Articles set forth provisions relating to, among other things:

• the Company's authorized capital stock and the terms of the Company's Series A Junior Participating Preferred Stock and Common Stock, other than an increase in the authorized number of shares (Article FOURTH);

• division of the Board into three classes (Article FIFTH);

• certain procedures by which stockholders may submit nominations for the election of directors (Article SIXTH);

• requirements for the removal of directors for cause (Article SEVENTH);

• the Board's exclusive authority to call special meetings of stockholders (Article EIGHTH);

• the requirement that any stockholder action be effected at a duly called annual or special meeting and not by any consent in writing (Article EIGHTH);

• the Board's authority to adopt, amend, alter, change or repeal one or more provisions of the By-laws (Article NINTH);

• indemnification of the Company's directors and officers (Article TENTH);

• the authority of the Board to establish committees of the Board (Article ELEVENTH);

• the calling, conduct and adjournment of meetings of the Board (Articles TWELFTH and THIRTEENTH); and

• the requirement that an amendment to the foregoing Articles requires the affirmative vote of the holders of at least 75% of the outstanding shares of capital stock of the Company (Article FOURTEENTH).

and (b) to make ministerial changes to certain introductory statements and to certain Articles of the Restated Certificate of Incorporation in connection with the changes described above.

The foregoing summary of the Amended and Restated Certificate of Incorporation of the Company is qualified in its entirety by reference to the text of the Company's Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit (a), and is incorporated by reference.

On May 21, 2009, the Board of Directors (the "Board") of the Company, upon recommendation of the Nominating and Governance Committee, approved an amendment to Article VII is to provide that except as otherwise required by the by-laws or the certificate of incorporation of the Company, the By-Laws may be amended, altered, changed or repealed, or new by-laws (not inconsistent with any provision of law or the certificate of incorporation of the Company) may be adopted, by the stockholders by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote thereon

The foregoing summary of the By-Law amendments is qualified in its entirety by reference to the text of the Company's By-Laws, as amended on May 21, 2009, a copy of which is attached hereto as Exhibit 3(b), and is incorporated by reference.

At the Company's 2009 Annual Meeting of Stockholders held on May 21, 2009 (the "Annual Meeting"), the stockholders of the Company (i) elected the following nominees to the Company's Board of Directors, to serve until the 2012 annual meeting of stockholders or until their respective successors are duly elected and qualified:

                                                      Votes
             Nominee                   For            Withheld        Abstain
             Bernard W. Aronson     56,002,565       22,265,623       182,334
             Kenneth B. Gilman      56,526,050       21,718,479       205,993
             Nancy J. Karch         55,840,965       22,415,038       194,519

(the other directors, whose terms of office continued after the Annual Meeting are: Raul J. Fernandez, Kenneth P. Kopelman, Kay Koplovitz, William McComb, Arthur C. Martinez, and Oliver Sockwell);

(ii) approved the ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditors for fiscal 2009 (the number of affirmative votes cast was 77,485,218, the number of negative votes cast was 715,739 and the number of abstentions was 249,565);

(iii) approved the amendment and restatement of the Company's Restated Certificate of Incorporation to remove supermajority provision (the number of affirmative votes cast was 77,136,602, the number of negative votes cast was 953,937, and the number of abstentions was 359,983; and

(iv) approved a stockholder proposal relating to the declassification of the Board of Directors a "simple majority vote" standard for amendments to the Registrant's certificate of incorporation and by-laws (the number of affirmative votes cast was 64,217,703, the number of negative votes cast was 5,147,080 and the number of abstentions was 140,027).

(c) Exhibits

Exhibit No.      Description

3(a)             Restated and Amended Certificate of Incorporation Liz Claiborne, Inc.,

3(b)             By-Laws of Liz Claiborne, Inc., as amended through May 21, 2009