RALPH LAUREN CORPORATION (NYSE:RL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
Employment Agreement of Patrice Louvet
On May 13, 2017, Ralph Lauren Corporation (the Company) entered
into an employment agreement with Patrice Louvet, to which he was
appointed as the Companys President and Chief Executive Officer
(the Louvet Agreement). Mr. Louvet, age 52, is joining the
Company after having served as the Group President, Global
Beauty, of Procter Gamble Co. (PG) since February 2015. Prior to
that role, Mr. Louvet held the position of Group President,
Global Grooming (Gillette) at PG. He also previously served as
President of PGs Global Prestige business. Before he joined PG,
he served as Naval Officer, Admiral Aide de Camp in the French
Navy from 1987 to 1989. Mr. Louvet graduated from cole Suprieure
de Commerce de Paris and received his M.B.A. from the University
of Illinois. Mr. Louvet has served as a member of the board of
directors of Bacardi Limited since July 2012.
into an employment agreement with Patrice Louvet, to which he was
appointed as the Companys President and Chief Executive Officer
(the Louvet Agreement). Mr. Louvet, age 52, is joining the
Company after having served as the Group President, Global
Beauty, of Procter Gamble Co. (PG) since February 2015. Prior to
that role, Mr. Louvet held the position of Group President,
Global Grooming (Gillette) at PG. He also previously served as
President of PGs Global Prestige business. Before he joined PG,
he served as Naval Officer, Admiral Aide de Camp in the French
Navy from 1987 to 1989. Mr. Louvet graduated from cole Suprieure
de Commerce de Paris and received his M.B.A. from the University
of Illinois. Mr. Louvet has served as a member of the board of
directors of Bacardi Limited since July 2012.
The term of employment under the Louvet Agreement commences on
July 10, 2017 or such date as mutually agreed upon by the parties
(the Louvet Effective Date) and continues indefinitely unless
terminated by one of the parties.
July 10, 2017 or such date as mutually agreed upon by the parties
(the Louvet Effective Date) and continues indefinitely unless
terminated by one of the parties.
to the Louvet Agreement, Mr. Louvet is entitled to an annual base
salary of not less than $1,250,000 and will also be entitled to
participate in any applicable bonus program that the Company
maintains during the term of his employment, including the
Companys Executive Officer Annual Incentive Plan, as amended
(EOAIP). Under the EOAIP, he has an annual target bonus
opportunity of 300% of his fiscal year salary earnings, and a
maximum bonus opportunity of 450% of his fiscal year salary
earnings, which for the Companys current fiscal year (fiscal year
2018) will be pro-rated based on the Louvet Effective Date. to
the Louvet Agreement, and in accordance with the Companys 2010
Long-Term Stock Incentive Plan, as amended (2010 LTSIP),
beginning in fiscal year 2018, Mr. Louvet will be granted an
annual equity award with a value of $7.5 million, under the terms
of the 2010 LTSIP and as approved each year by the Compensation
Organizational Development Committee (the Compensation Committee)
of the Board of Directors of the Company (the Board). For the
Companys 2018 fiscal year only, Mr. Louvets annual equity award
will vest based on continued service and the performance goal of
cumulative operating margin, as determined by the Compensation
Committee, for a three year performance period consisting of
fiscal years 2018, 2019, and 2020.
salary of not less than $1,250,000 and will also be entitled to
participate in any applicable bonus program that the Company
maintains during the term of his employment, including the
Companys Executive Officer Annual Incentive Plan, as amended
(EOAIP). Under the EOAIP, he has an annual target bonus
opportunity of 300% of his fiscal year salary earnings, and a
maximum bonus opportunity of 450% of his fiscal year salary
earnings, which for the Companys current fiscal year (fiscal year
2018) will be pro-rated based on the Louvet Effective Date. to
the Louvet Agreement, and in accordance with the Companys 2010
Long-Term Stock Incentive Plan, as amended (2010 LTSIP),
beginning in fiscal year 2018, Mr. Louvet will be granted an
annual equity award with a value of $7.5 million, under the terms
of the 2010 LTSIP and as approved each year by the Compensation
Organizational Development Committee (the Compensation Committee)
of the Board of Directors of the Company (the Board). For the
Companys 2018 fiscal year only, Mr. Louvets annual equity award
will vest based on continued service and the performance goal of
cumulative operating margin, as determined by the Compensation
Committee, for a three year performance period consisting of
fiscal years 2018, 2019, and 2020.
In addition, Mr. Louvet will receive a one-time equity award
(One-Time Award) under the 2010 LTSIP with a target value of
$9,193,000, to be granted on the Louvet Effective Date. Of this
One-Time Award, a target value of $3,366,000 will be in the form
of adjusted performance-based restricted stock units (APRSUs), a
target value of $3,227,000 will be in the form of Performance
Shares, and a target value of $2,600,000 will be in the form of
time-based Cliff Restricted Stock Units (Cliff RSUs). The APRSUs
shall vest based on continued service and achievement of a
performance goal equal to 50% of the target set by the
Compensation Committee for the Performance-based Restricted Stock
Units granted to the Companys named executive officers in the
Companys 2018 fiscal year. The Performance Shares shall vest
based on continued service and the performance goal of cumulative
operating margin, as determined by the Compensation Committee,
for a three year performance period consisting of fiscal years
2018, 2019, and 2020. The Cliff RSUs shall vest in one
installment on the fifth anniversary of the grant, subject to
continued service. Mr. Louvet will also receive a cash sign-on
bonus of $3,384,888 (Sign-On Bonus). If the Company terminates
Mr. Louvets employment for Cause, or Mr. Louvet voluntarily
terminates his employment without Good Reason (each as defined in
the Louvet Agreement), within the first year of employment, Mr.
Louvet must repay the Sign-On Bonus to the Company.
(One-Time Award) under the 2010 LTSIP with a target value of
$9,193,000, to be granted on the Louvet Effective Date. Of this
One-Time Award, a target value of $3,366,000 will be in the form
of adjusted performance-based restricted stock units (APRSUs), a
target value of $3,227,000 will be in the form of Performance
Shares, and a target value of $2,600,000 will be in the form of
time-based Cliff Restricted Stock Units (Cliff RSUs). The APRSUs
shall vest based on continued service and achievement of a
performance goal equal to 50% of the target set by the
Compensation Committee for the Performance-based Restricted Stock
Units granted to the Companys named executive officers in the
Companys 2018 fiscal year. The Performance Shares shall vest
based on continued service and the performance goal of cumulative
operating margin, as determined by the Compensation Committee,
for a three year performance period consisting of fiscal years
2018, 2019, and 2020. The Cliff RSUs shall vest in one
installment on the fifth anniversary of the grant, subject to
continued service. Mr. Louvet will also receive a cash sign-on
bonus of $3,384,888 (Sign-On Bonus). If the Company terminates
Mr. Louvets employment for Cause, or Mr. Louvet voluntarily
terminates his employment without Good Reason (each as defined in
the Louvet Agreement), within the first year of employment, Mr.
Louvet must repay the Sign-On Bonus to the Company.
The Louvet Agreement also provides that Mr. Louvet will receive
an annual education allowance of $30,000 for each of his
school-aged children, reimbursement for car service use for
travel to or from his office, financial counseling and an annual
executive physical. Mr. Louvet is also eligible to participate in
all employee benefit plans and arrangements of the Company for
its executives and key management employees.
an annual education allowance of $30,000 for each of his
school-aged children, reimbursement for car service use for
travel to or from his office, financial counseling and an annual
executive physical. Mr. Louvet is also eligible to participate in
all employee benefit plans and arrangements of the Company for
its executives and key management employees.
to the Louvet Agreement, if the Company terminates Mr. Louvets
employment without Cause, or Mr. Louvet voluntarily terminates
his employment for Good Reason (each as defined in the Louvet
Agreement), he will be entitled to receive 400% of his base
salary per year for a severance period equal to two years. He
will also vest in any unvested portion of the One-Time Award,
subject to the achievement of performance goals, where
applicable.
employment without Cause, or Mr. Louvet voluntarily terminates
his employment for Good Reason (each as defined in the Louvet
Agreement), he will be entitled to receive 400% of his base
salary per year for a severance period equal to two years. He
will also vest in any unvested portion of the One-Time Award,
subject to the achievement of performance goals, where
applicable.
After five years of employment, Mr. Louvet shall be treated as
eligible for early retirement under the Companys 2010 LTSIP in
connection with any termination of employment, other than a
termination by the Company for Cause or a resignation by Mr.
Louvet without Good Reason. After seven years of employment,
Mr. Louvet shall also be treated as eligible for early
retirement if he resigns without Good Reason.
eligible for early retirement under the Companys 2010 LTSIP in
connection with any termination of employment, other than a
termination by the Company for Cause or a resignation by Mr.
Louvet without Good Reason. After seven years of employment,
Mr. Louvet shall also be treated as eligible for early
retirement if he resigns without Good Reason.
If Mr. Louvets employment terminates due to his death or
disability, Mr. Louvet will be entitled to receive a pro-rated
portion of the bonus for the year of termination based on
actual performance for such year, and any outstanding equity
awards shall be treated in the manner described above as if his
employment was terminated by the Company without Cause.
disability, Mr. Louvet will be entitled to receive a pro-rated
portion of the bonus for the year of termination based on
actual performance for such year, and any outstanding equity
awards shall be treated in the manner described above as if his
employment was terminated by the Company without Cause.
If the Company terminates Mr. Louvets employment without Cause
or he terminates his employment for Good Reason, in either case
within 12 months following a Change of Control of the Company
(as defined in the Louvet Agreement), then Mr. Louvet will be
entitled to receive a lump sum amount equal to the total amount
of cash severance he would receive if his employment was
terminated without Cause. In addition, any outstanding equity
awards held by him will immediately vest (such immediate
vesting shall also occur should Mr. Louvets employment be
terminated in contemplation of a Change of Control, and the
Change of Control actually occurs). For purposes of such
vesting, any performance-based equity awards would be treated
as if the target performance level was achieved.
or he terminates his employment for Good Reason, in either case
within 12 months following a Change of Control of the Company
(as defined in the Louvet Agreement), then Mr. Louvet will be
entitled to receive a lump sum amount equal to the total amount
of cash severance he would receive if his employment was
terminated without Cause. In addition, any outstanding equity
awards held by him will immediately vest (such immediate
vesting shall also occur should Mr. Louvets employment be
terminated in contemplation of a Change of Control, and the
Change of Control actually occurs). For purposes of such
vesting, any performance-based equity awards would be treated
as if the target performance level was achieved.
Under the Louvet Agreement, the above described amounts and
stock awards to be provided are subject to his compliance with
certain restrictive covenants. Any amounts due and payable to
Mr. Louvet upon termination of his employment will be subject
to compliance with Section 409A of the Internal Revenue Code.
stock awards to be provided are subject to his compliance with
certain restrictive covenants. Any amounts due and payable to
Mr. Louvet upon termination of his employment will be subject
to compliance with Section 409A of the Internal Revenue Code.
Other than as described herein, there have been no
arrangements, understandings or family relationships between
the Company and Mr. Louvet reportable under Item 401(b) or (d)
of Regulation S-K, and there have been no transactions with
respect to Mr. Louvet reportable under Item 404(a) of
Regulation S-K.
arrangements, understandings or family relationships between
the Company and Mr. Louvet reportable under Item 401(b) or (d)
of Regulation S-K, and there have been no transactions with
respect to Mr. Louvet reportable under Item 404(a) of
Regulation S-K.
The foregoing description of the Louvet Agreement is qualified
in its entirety by the Louvet Agreement which is attached
hereto as Exhibit 10.1.
in its entirety by the Louvet Agreement which is attached
hereto as Exhibit 10.1.
Election of a Member of the Board of Directors
On May 12, 2017, the Companys Board elected Mr. Louvet to serve
as a Class B director on the Board, effective upon the Louvet
Effective Date. In accordance with the Companys Amended and
Restated Certificate of Incorporation, Mr. Louvet was elected
to the Board by the directors who were previously elected by
the stockholders of the Companys Class B common stock, par
value $0.01, at the last annual meeting of stockholders of the
Company.
as a Class B director on the Board, effective upon the Louvet
Effective Date. In accordance with the Companys Amended and
Restated Certificate of Incorporation, Mr. Louvet was elected
to the Board by the directors who were previously elected by
the stockholders of the Companys Class B common stock, par
value $0.01, at the last annual meeting of stockholders of the
Company.
Mr. Louvet brings significant leadership and business
experience to the Board. His over 25 years in the consumer
products industry, with oversight of multiple major global
business units, have provided him with a deep understanding of
building and growing brands. His position as the Companys
President and Chief Executive Officer will provide our Board
with valuable perspective into the issues and opportunities
facing the Company. Mr. Louvets extensive background in
managing internationally renowned prestige brands, along with
his substantial experience in driving business transformation
and innovation, provides our Board with critical strategic
insights into our global business.
experience to the Board. His over 25 years in the consumer
products industry, with oversight of multiple major global
business units, have provided him with a deep understanding of
building and growing brands. His position as the Companys
President and Chief Executive Officer will provide our Board
with valuable perspective into the issues and opportunities
facing the Company. Mr. Louvets extensive background in
managing internationally renowned prestige brands, along with
his substantial experience in driving business transformation
and innovation, provides our Board with critical strategic
insights into our global business.
ITEM 7.01. REGULATION FD DISCLOSURE.
Press Release
On May 17, 2017, the Company issued a press release regarding
the appointment of Mr. Louvet. A copy of such press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
the appointment of Mr. Louvet. A copy of such press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The information in this Item 7.01, including the accompanying
exhibit, is being furnished and shall not be deemed to be filed
for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), or otherwise subject
exhibit, is being furnished and shall not be deemed to be filed
for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), or otherwise subject
to the liability of such section, nor shall such information
be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act,
regardless of the general incorporation language of such
filing, except as shall be expressly set forth by specific
reference in such filing.
be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act,
regardless of the general incorporation language of such
filing, except as shall be expressly set forth by specific
reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits.
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EXHIBIT NO.
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DESCRIPTION
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10.1
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Employment Agreement, dated May 13, 2017, between Ralph
Lauren Corporation and Patrice Louvet. |
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99.1
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Press release dated May 17, 2017.
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About RALPH LAUREN CORPORATION (NYSE:RL)
Ralph Lauren Corporation is engaged in the design, marketing and distribution of lifestyle products, including apparel, accessories, home furnishings and other licensed product categories. The Company operates through three segments: Wholesale, Retail and Licensing. Wholesale business consists of sales made to department stores and specialty stores around the world. Retail business consists of sales made directly to consumers through retail channel, which includes Company’s’ retail stores, concession-based shop-within-shops and e-commerce operations around the world. Licensing business consists of royalty-based arrangements, under which the Company licenses to unrelated third parties for specified periods the right to operate retail stores and/or to use its various trademarks in connection with the manufacture and sale of designated products, such as certain apparel, eyewear, fragrances and home furnishings. RALPH LAUREN CORPORATION (NYSE:RL) Recent Trading Information
RALPH LAUREN CORPORATION (NYSE:RL) closed its last trading session down -2.61 at 73.94 with 2,826,641 shares trading hands.
