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VFC > SEC Filings for VFC > Form 8-K on 25-Apr-2013All Recent SEC Filings

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Form 8-K for V F CORP


25-Apr-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security H


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2013, the Board of Directors of VF Corporation ("VF") amended certain material terms of VF's Amended and Restated Executive Incentive Compensation Plan (the "EIC Plan"), subject to the approval by VF's shareholders of the amended terms at VF's 2013 annual meeting of shareholders held on April 23, 2013 (the "2013 Annual Meeting"). The material terms of the EIC Plan, including any amendments to those terms, were approved by the requisite vote of VF shareholders at the 2013 Annual Meeting.

The amended material terms of the EIC Plan included an expansion of the list of business criteria that can be used in setting performance goals and an increase in the maximum amount payable to any participant under the EIC Plan from $3,000,000 to $6,000,000. A copy of the EIC Plan is filed as Exhibit 10.1 hereto.



Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2013 Annual Meeting, VF shareholders voted on the election of five directors, whether to approve executive compensation, approval of certain material terms of VF's Amended and Restated Executive Incentive Compensation Plan, and the ratification of the selection of PricewaterhouseCoopers as VF's independent registered public accounting firm for fiscal 2013. The results of the election were as follows:

1. With respect to the election of the five nominees as Directors of VF, the votes were cast for the nominees as set forth opposite their names below:

       Name of Director       Votes in Favor       Votes Withheld       Non Votes
       Richard T. Carucci          90,751,496            1,399,121       8,115,222
       Juliana L. Chugg            90,705,189            1,445,428       8,115,222
       George Fellows              90,096,753            2,053,840       8,115,222
       Clarence Otis, Jr.          90,102,942            2,047,674       8,115,222
       Matthew J. Shattock         91,767,033              383,584       8,115,222

2. With respect to the advisory vote to approve executive compensation, the votes were cast for the proposal as set forth below:

                         Votes in Favor:       89,192,516

                         Votes Against:         2,313,415

                         Votes Abstaining:        644,686

                         Non Votes:             8,115,222



3. With respect to the approval of certain material terms of VF's Amended and Restated Executive Incentive Compensation Plan, the votes were cast for the proposal as set forth below:

                         Votes in Favor:       89,777,023

                         Votes Against:         1,940,670

                         Votes Abstaining:        432,923

                         Non Votes:             8,115,222

4. With respect to the proposal to ratify the selection of PricewaterhouseCoopers LLP as VF's independent registered public accounting firm for the 2013 fiscal year, the votes were cast for the proposal as set forth below:

                         Votes in Favor:       97,887,234

                         Votes Against:         2,145,679

                         Votes Abstaining:        232,925

                         Non Votes:                     0



Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The following is furnished as an exhibit to this report:

10.1 Amended and Restated Executive Incentive Compensation Plan


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