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RL > SEC Filings for RL > Form 8-K on 8-Aug-2014All Recent SEC Filings

Show all filings for RALPH LAUREN CORP

Form 8-K for RALPH LAUREN CORP


8-Aug-2014

Submission of Matters to a Vote of Security Holders


ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a) The Annual Meeting of Stockholders of Ralph Lauren Corporation (the "Company") was held on August 7, 2014.

(b) The shareholders (i) elected all of the Company's nominees for director to serve until the Company's 2015 Annual Meeting of Stockholders, (ii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 28, 2015, (iii) approved, on an advisory basis, the compensation of the Company's named executive officers and the Company's compensation philosophy, policies and practices and (iv) did not approve a shareholder proposal regarding a report on human rights risk assessment.

Each person duly elected as a director received the number of votes indicated beside his or her name below. Class A directors are elected by the holders of Class A common stock and Class B directors are elected by holders of Class B common stock. Except for the election of directors, the Class A common stock and Class B common stock vote together as a single class on all matters presented for the consideration of our stockholders. Each owner of record of Class A common stock on the record date is entitled to one vote for each share. Each owner of record of Class B common stock on the record date is entitled to ten votes for each share.

1. Election of Directors:

 Class A Directors     Number of  Number of Non-Votes
                       Votes For    Votes
                                  Withheld
Frank A. Bennack, Jr.  40,471,831 6,132,337 2,769,952
Joel L. Fleishman      37,009,683 9,594,485 2,769,952
Hubert Joly            40,980,743 5,623,425 2,769,952
Steven P. Murphy       40,980,580 5,623,588 2,769,952



 Class B Directors   Number of  Number of Non-Votes
                     Votes For    Votes
                                Withheld
Ralph Lauren        268,812,760     0         0
Jackwyn L. Nemerov  268,812,760     0         0
David Lauren        268,812,760     0         0
John R. Alchin      268,812,760     0         0
Arnold H. Aronson   268,812,760     0         0
Dr. Joyce F. Brown  268,812,760     0         0
Judith A. McHale    268,812,760     0         0
Robert C. Wright    268,812,760     0         0


2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 28, 2015.

                             Number of  Number of Abstentions Non-Votes
                             Votes For    Votes
                                         Against

Ratification of the 316,049,318 2,014,586 122,976 N/A appointment of Ernst &
Young LLP as the Company's
independent registered
public accounting firm for
the fiscal year ending
March 28, 2015.

3. Approval, on an advisory basis, of the compensation of the Company's named executive officers and the Company's compensation philosophy, policies and practices.

                             Number of  Number of  Abstentions Non-Votes
                             Votes For    Votes
                                         Against

Approval, on an advisory 281,798,478 33,444,221 174,229 2,769,952 basis, of the compensation
of the Company's named
executive officers and the
Company's compensation
philosophy, policies and
practices.

4. Shareholder proposal regarding a report on human rights risk assessment.

                            Number of  Number of  Abstentions Non-Votes
                            Votes For    Votes
                                        Against

Shareholder proposal        3,889,307 307,710,908  3,816,713  2,769,952
regarding a report on human
rights risk assessment.


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