Ralph Lauren (RL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 1, 2024, will be held virtually, with all shareholders encouraged to vote and participate online.

• Strategic focus remains on the Next Great Chapter: Accelerate plan, emphasizing brand elevation, core business growth, and expansion in key cities.

• Fiscal 2024 saw solid financial performance, with revenue and adjusted operating income growth, and strong total shareholder return (TSR) over one- and three-year periods.

• Over 5 million new consumers were added to direct-to-consumer businesses, with notable momentum among younger and female demographics.

• Investments in digital technology, AI, and sustainability initiatives continue to underpin operational capabilities and future growth.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 12 directors, ratification of Ernst & Young as independent auditor for fiscal 2025, and an advisory vote on executive compensation.

• Board recommends voting FOR all director nominees, auditor ratification, and the say-on-pay proposal.

• Shareholders of record as of June 4, 2024, are eligible to vote.

Board of directors and corporate governance

• Board comprises 12 members, with 77% independent directors and a diverse mix of skills, backgrounds, and tenures.

• Separate Chairman and CEO roles, with a robust Lead Independent Director position held by Hubert Joly.

• Board committees (Audit, Talent, Nominating, Finance) are fully independent, with regular rotation of committee chairs and annual board/committee evaluations.

• Ongoing board evolution has increased diversity and reduced average tenure and age.

• Active engagement in strategy, risk oversight, succession planning, and board education.