UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  May 9, 2018
 

RALPH LAUREN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
DELAWARE
(State or Other Jurisdiction of Incorporation)
 
001-13057
13-2622036
(Commission File Number)
(IRS Employer Identification No.)
 
650 MADISON AVENUE, NEW YORK, NEW YORK
10022
(Address of Principal Executive Offices)
(Zip Code)
 
(212) 318-7000
(Registrant’s Telephone Number, Including Area Code)
 
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see   General Instruction A.2. below):

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
☐
 
 
ITEM 5.02.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 
On May 9, 2018, the Board of Directors (the “Board”) of Ralph Lauren Corporation (the “Company”) elected Michael A. George as a Class B director on the Board, effective May 9, 2018, to serve until the 2018 Annual Meeting of Stockholders or until his successor is elected and qualified or until his earlier death, resignation or removal. In connection with this election, the Board determined to increase its size from eleven members to twelve members.

The Board further plans to increase its size to thirteen members in connection with the 2018 Annual Meeting of Stockholders, and expects to nominate Angela Ahrendts for election as a director at that time. 

There are no arrangements or understandings among Mr. George, Ms. Ahrendts, and any other persons pursuant to which Mr. George and Ms. Ahrendts were selected as directors, and there have been no transactions with respect to Ms. Ahrendts or Mr. George reportable under Item 404(a) of Regulation S-K. Mr. George and Ms. Ahrendts will be entitled to the same compensation, indemnification and other benefits as other non-employee directors.

A copy of the press release announcing the election of Mr. George and the expected nomination of Ms. Ahrendts to the Board is filed as Exhibit 99.1 hereto and incorporated by reference herein in its entirety.


ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) 
Exhibits. 
 
 
 
 
 
 
 
EXHIBIT NO.
DESCRIPTION
 
 
99.1
 
 

 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  RALPH LAUREN CORPORATION  
         
         
Date:  May 9, 2018
By:
/s/ Jane Hamilton Nielsen  
    Name: 
Jane Hamilton Nielsen
 
    Title: 
Chief Financial Officer 
 
         
 
 
 
 
EXHIBIT 99.1

Ralph Lauren to Add Angela Ahrendts and Michael George to Board of Directors
 
NEW YORK--May 9, 2018-- Ralph Lauren Corporation (NYSE:RL, the “Company”), a global leader in the design, marketing, and distribution of premium lifestyle products, today announced that it plans to add Angela Ahrendts and has appointed Michael George to the Company’s Board of Directors. The Board intends to nominate Ms. Ahrendts for election at the Annual Meeting of Stockholders, expected in August 2018, and has already appointed Mr. George effective as of May 9, 2018. These appointments will bring the number of Directors on the Company’s Board to 13.

“I am delighted to welcome Angela and Mike to the Board of Directors,” said Mr. Ralph Lauren, Executive Chairman and Chief Creative Officer. “Angela is an industry leader and innovator with deep expertise in luxury retail and an outstanding track record of growing global brands. Mike brings invaluable experience as a senior leader and board member, helping companies drive consumer engagement and growth. Their counsel will be incredibly valuable as we continue to build the future for our iconic brand.”

Patrice Louvet, President and Chief Executive Officer, said, “Angela and Mike are among the most respected leaders in the business. They each have driven strong growth and created superior value at some of the best-known brands in retail, and I know we will benefit greatly from their experience and fresh perspective as we continue to elevate our brand; evolve our product, marketing and shopping experience; expand our digital and international presence; and increase productivity.”

Ms. Ahrendts has served as Senior Vice President of Retail at Apple Inc., since May 2014. She oversees strategy, real estate and development, and operations of Apple’s physical stores, online store and contact centers. Ms. Ahrendts joined Apple from Burberry where she served as Chief Executive Officer and as a Director on the Board from 2006 to 2014, and led the company through a period of outstanding global growth. Previously, she was Executive Vice President at Liz Claiborne Inc., and earlier in her career served as President of Donna Karan International.

Ms. Ahrendts said, “I have admired Ralph and been inspired by his pure global lifestyle vision for many years. It is an honor to join this Board as he and Patrice continue to evolve and expand his incredible aesthetic.”

Mr. George was named President and CEO of Qurate Retail, Inc., in March 2018, a leading global video and e-commerce retailer which includes: QVC, HSN, zulily, Ballard Designs, Frontgate, Garnet Hill, Grandin Road and Improvements. George was President and CEO of QVC, Inc., for the prior 12 years where he helped transform the company into a global multiplatform retailer spanning multiple ecommerce, mobile, and social platforms and 16 television networks. Previously, he was Chief Marketing Officer for Dell Inc., General Manager of Dell’s U.S. consumer business and earlier, a senior partner at McKinsey & Company . Mr. George serves on the Boards of Qurate Retail, Inc., Brinker International, the National Retail Federation and the National Constitution Center. He is also a member of CEO Action for Diversity and Inclusion.
 

Mr. George said, “I have long admired Ralph and the company, as they created one of the most influential and iconic brands in the world. I’m honored to have this opportunity to work with Ralph, Patrice and the Board and I’m excited for the future of this truly innovative company.”

More information about Ralph Lauren's Board of Directors and corporate governance practices can be found on the Company's web site at http://investor.ralphlauren.com .
 
ABOUT RALPH LAUREN CORPORATION
Ralph Lauren Corporation (NYSE:RL) is a global leader in the design, marketing and distribution of premium lifestyle products in four categories: apparel, home, accessories and fragrances. For 50 years, Ralph Lauren's reputation and distinctive image have been consistently developed across an expanding number of products, brands and international markets. The Company's brand names, which include Ralph Lauren Purple Label, Ralph Lauren Collection, Double RL, Polo Ralph Lauren, Polo Ralph Lauren Children’s, Ralph Lauren Home, Lauren Ralph Lauren, RLX, American Living, Chaps and Club Monaco, constitute one of the world's most widely recognized families of consumer brands. For more information, go to http://investor.ralphlauren.com .
 
 
MEDIA CONTACT
Investor Relations:
Evren Kopelman, 212-813-7862
 
Corporate Communications:
Katie Ioanilli, 212-205-5947
rl-press@ralphlauren.com