Ralph Lauren (RL) Proxy Filing summary

Executive summary

• Completed the final year of the Next Great Chapter: Accelerate strategic plan, exceeding key financial and operational targets, and positioning the brand for long-term sustainable growth and value creation.

• Achieved strong revenue and adjusted operating income growth, with total company revenue of $7.15B and adjusted operating profit margin of 14.3% on a constant dollar basis, both above target.

• Added 5.9 million new consumers in direct-to-consumer channels, expanded digital footprint, and delivered high-profile brand activations globally.

• Returned $625 million to shareholders through dividends and share repurchases, and increased quarterly dividend by 10% for Fiscal 2026.

• Recognized as a top employer, with ongoing focus on culture, inclusion, and employee well-being.

Voting matters and shareholder proposals

• Election of 11 directors (3 Class A, 8 Class B) to serve until the 2026 Annual Meeting.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for Fiscal 2026.

• Advisory vote on executive compensation and compensation philosophy, policies, and practices.

Board of directors and corporate governance

• Board comprises 11 members post-2025 meeting, with 73% independent directors and all committees fully independent.

• Angela Ahrendts appointed as new Lead Independent Director, reflecting ongoing board evolution and succession planning.

• Annual review of dual-class capital structure, with continued support for current structure based on stability, long-term performance, and shareholder feedback.

• Board committees include Audit, Talent, Nominating, and Finance, each with defined oversight roles.

• Regular board and committee self-evaluations, independent third-party board effectiveness reviews, and robust director education programs.