V.F. (VFC) Proxy Filing summary

Executive summary

• Fiscal 2024 saw a 10% revenue decline, primarily due to weak performance at Vans and in North America, resulting in reduced profitability and a lower stock price. Strong inventory management led to exceeding cash flow guidance and a net debt reduction of over $500 million, with further debt reduction targeted over the next two years.

• Leadership changes included the appointment of a new CEO, Bracken Darrell, and a reshaped executive team. The Board added five new directors in two years, focusing on skills in design, innovation, operations, and transformation.

• The company is executing a transformation program, Reinvent, to improve brand-building, operational execution, and address key priorities: North America performance, Vans turnaround, cost reduction, and leverage reduction.

Voting matters and shareholder proposals

• Shareholders will vote on: election of directors, advisory approval of executive compensation, amendment and restatement of the 1996 Stock Compensation Plan, ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2025, and other business.

• The Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• 12 of 13 director nominees are independent; 31% are women, 23% ethnically diverse, and 23% born outside the U.S.

• Board refreshment added four new independent directors since 2022, enhancing diversity and skills.

• Directors are elected annually by majority vote; proxy access provisions allow qualified shareholders to nominate directors.

• Board committees include Audit, Finance, Governance and Corporate Responsibility, and Talent and Compensation, all with defined responsibilities and annual self-evaluations.

• Board and committee evaluations use third-party facilitation to enhance effectiveness.