PVH Corp. (PVH)
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AGM 2018

Jun 21, 2018

Mark Fischer
EVP, General Counsel, and Secretary, PVH Corp

Good morning. I'm Mark Fischer, general counsel and secretary of PVH Corp. I'm quite certain you're here to listen to what I have to say. Without further delay, please be aware that information provided at this meeting may include market and industry data from research, surveys, studies, and publications issued by third parties and information from customers. While we believe that any such information is reliable, we have not verified it and do not represent its accuracy. The presentation also contains forward-looking statements that reflect our views as of May 30th, 2018, of future events and performance. These statements are subject to risks and uncertainties, including those identified in our SEC filings. As such, our future results could differ materially from previous results or current expectations.

These risks include our right to change our strategies, objectives, and intentions, our need to use significant cash flow to service our debt obligations, our business' vulnerability to weather, economic conditions, fuel prices, fashion trends, loss of retail accounts, epidemics, war, terrorism, scarcity of raw materials, and other factors, our reliance on the sales of our business partners, our exposure to the behavior of our associates, business partners, and the celebrities and designers whose names we own and license, and the impact of new or revised legislation and regulation, such as U.S. Tax Cuts and Jobs Act and tariffs on apparel imports. We do not undertake any obligation to update publicly any forward-looking statement, including estimates regarding revenue and earnings. The presentations also include non-GAAP financial measures as defined by the SEC.

Reconciliations of these measures are included in our current report on Form 8-K identified in the press release announcing this meeting. The 8-Ks are available on pvh.com and the SEC's website. Now I'd like to introduce Manny Chirico, Chairman and Chief Executive Officer of PVH.

Emanuel Chirico
Chairman and CEO, PVH Corp

Good morning. Thanks, Mark. I would like to officially call the 2018 annual meeting of stockholders of PVH Corp. to order. As the first order of business, I would like to introduce the directors and nominees for director who are present today, all of which are present today. Mary Baglivo, Brent Callinicos, Juan Figueroa, Joe Fuller, Jim Marino, Penny McIntyre, Amy McPherson, Henry Nasella, Ed Rosenfeld, Craig Ryden, and Amanda Sourry, all sitting in the front row here today with our senior management group. Also attending today are our outside auditors, Ernst & Young. Becky Burke and David Verdemandi from E&Y are available here and will respond to any questions that any stockholders may have. The secretary has informed me that we have an affidavit certifying the mailing of the notice of the annual meeting, the proxy statement, the form of the proxy, and the annual report.

It will be annexed to the minutes of this meeting. Erik Amundsen of EQ Shareowner Services, our transfer agent, has been appointed as the inspector of election for this meeting. An oath of inspector has been filed and will be annexed to the minutes of this meeting. Any stockholder who has not executed a proxy or wishes to change his proxy may vote shares in person by requesting a registration form and ballots. If you need one, please raise your hand. The number of outstanding shares of our common stock eligible to vote as of April 24th, 2018, was slightly more than 77 million shares. The inspector of election has advised me that we have over 50% of the eligible vote represented at the meeting, therefore, we have a quorum.

In fact, we have approximately 66 million votes or 86% of the eligible votes represented at the meeting. As indicated in the proxy statement, we have three matters to vote upon at this meeting. After the introduction of each matter, you will be given the opportunity to comment on the specific proposal. Please hold all other questions until the question and answer period later in the meeting after I do the business review. The meeting is now open to consider the election of 12 directors for the coming year. May I please have the proposal?

Mark Fischer
EVP, General Counsel, and Secretary, PVH Corp

I move that the stockholders of PVH Corp. elect as directors Mary Baglivo, Brent Callinicos, Emanuel Chirico, Juan Figueroa, Joseph B. Fuller, V. James Marino, G. Penny McIntyre, Amy McPherson, Henry Nasella, Edward R. Rosenfeld, Craig Ryden, and Judith Amanda Sourry Knox to serve for a term of one year, expiring at the annual meeting of stockholders in 2019 as set forth in the proxy statement for this meeting.

Emanuel Chirico
Chairman and CEO, PVH Corp

Are there any questions or comments about this specific proposal? There being none, does anyone need to vote for this proposal and need ballots? There being none, I'll move to the next matter. The meeting is now open to consider the approval on an advisory basis of the compensation paid to the company's named executive officers. May I please have the proposal?

Mark Fischer
EVP, General Counsel, and Secretary, PVH Corp

I move that the stockholders of PVH Corp approve on an advisory basis the compensation paid to our named executive officers, as disclosed pursuant to the rules of the Securities and Exchange Commission in the proxy statement for this meeting.

Emanuel Chirico
Chairman and CEO, PVH Corp

Are there any specific questions on this proposal? Does anyone need a ballot to vote for the proposal? There being none, I'll move to the next matter. The meeting is now open to consider the ratification of the appointment of Ernst & Young LLP as auditors for the current fiscal year. May I please have the proposal?

Mark Fischer
EVP, General Counsel, and Secretary, PVH Corp

I move that the stockholders of PVH Corp ratify the appointment of Ernst & Young LLP as independent auditors of the company for the fiscal year ending February 3rd, 2019, as set forth in the proxy statement for this meeting.

Emanuel Chirico
Chairman and CEO, PVH Corp

Are there any specific questions on this proposal? Does anyone need a ballot for this proposal? There being none, I'll move to the next matter, which is the business review. PVH is, as you know, one of the global leaders in the apparel industry. We're the second largest apparel company in the world. This just gives you a sense of our scale, approximately $9 billion in global revenues for the company. We're driven by our strategic priorities, which are a laser focus and drive to drive consumer engagement. We continue to try to expand our worldwide global reach. We continue also to invest in our platforms, our systems, and then, of course, in our people by trying to develop their talents and giving them every opportunity to grow their careers here. As I've always said, our people are our most valuable assets.

The business model is inherently cash flow positive. We generate a significant amount of cash, which we've been able to invest back in the business to continue to drive our key brands forward, and to also make appropriate returns to our shareholder base. We live and we operate our company by our core values, diversity and inclusion are key among those. We really try to allow our associates to be individuals, to feel comfortable working in our environment. We try to build partnerships across the organization between our business and our divisions and our departments, our core centers, and our global platforms. If you know, you know the passion that our associates have for the business and for the way we conduct our business around the world.

With everything we do, integrity is critical to how we run this business, having transparency to our shareholders and our other stakeholders, always trying to do the right thing for our owner base and our other stakeholders. I think the other thing you'll find about the company is we are highly accountable for our results. We put forth what we plan to deliver each year. We hold ourselves to a high standard, not only how delivering the results, but how we conduct our business around the world. What I always say is, we're very proud of our results, but we always have to be measured by more than just our bottom line or our balance sheet. We're very laser focused on having a positive impact on the environment, on our people, and the communities where we live and operate.

Constantly looking to give back to those communities, constantly looking to make the environments where we work safer for our supply chain associates, safer for our partners that are in the value chain that we build across the globe. These are just some of the achievements we've had this year. We've expanded our three-year partnership with World Wildlife Fund to preserve and protect the water resources around the world. We have a number of programs. We're expanding our stewardship. A real focus in Africa, Asia, particularly China and Bangladesh in particular, where we're focused as well as India, to really have a focus on the environment where we operate. We've expanded our involvement with the UN, we've really taken on the UN global rights principles as part of our core strategy, how we operate our business around the world.

We continue to support Save the Children as our global sponsor, where we try to give back to the community, focusing on early education and career development, in the U.S., in China, and in Bangladesh, as well as starting up a new program in Ethiopia with a factory that we've opened there in the last 12 months. The company has had a rich history of delivering strong financial results over a period of time. We always go back to 2003, when we made the Calvin Klein acquisition approximately 15 years ago. During that 15-year period, we have a record of 13% revenue growth during that period and 16% earnings per share growth. We have three distinct business groups that are critical to our growth.

Our largest brand is Calvin Klein, with over $9 billion in global retail sales and a history of continuing to grow that business, particularly where we're seeing tremendous growth internationally the last few years. Our Tommy Hilfiger business continues to expand and grow. About a $7.5 billion business today, exceeding our growth expectations this year and looking to continue to see strong growth both here in the United States and around the world. Our heritage businesses, which is the platform that built the company. Some of the key brands there are Van Heusen, our Arrow, our IZOD, our Speedo, and Warner's brands there, making up just under $3.5 billion of sales, having a very strong performance, particularly here in North America, that continues to drive that business this year.

We're coming off a very strong first quarter, where we reported $2.3 billion of revenues, which exceeded our guidance and was 16% growth for the quarter. Our earnings per share came in at $2.36, which was a 43% growth over the prior year's first quarter, significantly exceeding the guidance that we set up for ourselves at the top end of the guidance by about $0.11 a share. We were, at the same time, able to take up our guidance for the year. For 2018, we're looking for 6% top-line overall growth, taking us to about $9.5 billion of revenues. We're looking for earnings per share growth of approximately 15% next year. We feel that we're well-positioned.

If the trends in the business that we've seen and that I've talked about extensively on the first quarter earnings call were to continue, that we can continue to exceed the guidance that we've given the Street. We feel very optimistic about our business. In the context of living, we're operating in a very uncertain environment today. The only thing that's certain is that there's change and that there's volatility, be it on the trade front, be it on the foreign currency front, or just the general business environment that we're dealing with around the world, in every region of the world as we go forward. We've built the company over the last 15 years through internal growth and the ability to take on significant acquisitions at the same time. We've used our balance sheet very efficiently to drive that growth.

You could see post the Warnaco acquisition, which was at the end of 2012, during that four-year to five-year period, we have paid down approximately $2 billion of our debt. The balance sheet is very well positioned. It positions ourselves for growth and positions ourselves to make further acquisitions if those arise and meet our strategic guidelines. Since we hold ourselves highly accountable for our financial results, we also measure ourselves from our corporate responsibility initiatives. One way to do that is some of the external awards that we've won as a company. We're very proud of these. Not to pound our chest, but I think it's just a recognition of the efforts that we've had. Just a couple that I really want to touch on is Forbes Best Employer for Diversity, and then our continued position on CR Magazine's Top 100 Companies in the World.

We were ranked number one for apparel companies last year on that list. We're very proud to be on that list, and I think it's indicative of the type of company and how we try to operate the company at the highest levels. With that, I will open up the meeting. If there's any questions that anyone would have, I'd ask them to identify themselves, and ask the questions. Yes, sir. Just wait for the mic, please. Please. Thank you.

Speaker 4

Yes. Good morning. My name is Howard Timebaum, shareholder. I just have three areas of types of questions I want to ask you. On the annual report on pages 30, 38, you mentioned about in the tax act, and I just want to know. I know previously our effective tax rate for fiscal year was 33.7%, and of course now it's going to go down to 21%. My question is, what are we going to do with the tax? How much tax savings do you estimate we will have in the upcoming year in terms of your guidance, and what we're going to do with the tax savings, and whether we're going to expatriate any cash back here in the U.S. in that regard? My second area— do you want me to answer that, or do you want me to run by all three?

Emanuel Chirico
Chairman and CEO, PVH Corp

I'll answer the question. For us, when you look at given the fact that 60% of our earnings are outside the United States, we will have a tax savings this year. As we look out beyond that, we expect our tax rates overall to be relatively flat. There will be some savings, and I think we will continue to look at the opportunity to return capital back to our shareholders in the form of probably stock buybacks. We'll look at our dividend, but I think stock buybacks has been our preferred method to do that. Secondarily, I think we've been very clear, one of our major priorities is a potential additional acquisition, be it of another brand or be it of a geographic area where our current brands are operating potentially under licenses and potentially take those back. We'll be looking particularly in those two areas.

We've talked about some of those areas with all of our shareholders. We've identified them in the annual report, and I think we'll look very hard at those areas.

Speaker 4

Okay. In other words, you don't intend to bring any expatriated cash?

Emanuel Chirico
Chairman and CEO, PVH Corp

I'm sorry, I missed that question. Most of our cash is not trapped overseas like some of the larger public companies. I think there is some limited opportunity to bring some cash back. If you look at our growth, a lot of our growth is occurring internationally, particularly in Asia and also in Europe, and we've clearly benefited from making investments in that part of the world. I think we'll look at the balance of how our cash is positioned and determine where the best use of that cash is from a geographic point of view. There's very little limitations that we have about moving cash around the globe.

Speaker 4

Okay. My second of the three questions is this, concerning proposed on tariffs as well as renegotiation of NAFTA, will that have any adverse effect in terms of our company, any material adverse effect from what you see so far?

Emanuel Chirico
Chairman and CEO, PVH Corp

Sure. Let me take the last piece first on NAFTA. I think we're big supporters of NAFTA, not necessarily because it's a huge benefit to our value chain and supply chain, because I would say those countries, relatively speaking, are a very small portion of our supply base. We're very supportive of NAFTA because we think it's been good for the United States, we think it's been good for North America. We think it needs to be modernized. It is 20 years old and needs to move forward, we support all those initiatives to move it forward.

We feel the impact that NAFTA will have on us with the continuation of this threat of tariffs on both sides of the border, that threat psychologically has the effect of impacting our consumer and impacting the great American brands that we own, that the international markets and international consumers want today in great demand. We do get concerned about tarnishing those brands as we go forward. With the also understanding that we do recognize the treaties need to be modernized and brought up to speed. We encourage all three countries on the NAFTA side to continue to work together in a positive fashion to move this forward, because we think it's in the best interest of all three companies. Tariffs just don't work as an appropriate and efficient way to work with partners around the world. We think carrots are better than sticks.

We don't think tariffs into China makes sense, and we don't think tariffs out of China make sense. We also recognize that there are challenges with some of our trade arrangements, and that those also need to be modernized. We support the administration's moves with China to modernize those agreements and work positively as they go forward. I think we all can do with a little less brinksmanship as we go through these negotiations, and we continue to really impress on the administration that long term, tariffs just don't work and make sense. Tariffs as they've been proposed so far, don't appear to be directly impacting our industry yet. There's some tangential impacts that have an impact on us. But clearly, as you get into the broader scheme, China is a major source of goods for us.

It's probably our second-largest import country today, and tariffs there would have a bigger economic impact on the U.S. consumer, and we would really just need to understand how that all shakes out. Hopefully, calmer heads prevail, and we can move forward as we've always had with our partners around the world together.

Speaker 4

Last is this. In terms of cryptocurrencies, have we had any transactions in cryptocurrency, or do you anticipate doing any future transactions regarding with cryptocurrencies down the road?

Emanuel Chirico
Chairman and CEO, PVH Corp

I think the technology is very interesting for us. Our use of cryptocurrencies has been close to zero, very small. It just hasn't been a major factor at this point. We'll continue to explore if there's any rationale. We're concerned about all the volatility that people talked about. We're concerned about a number of levels, issues. At the same time, we're not ignoring it.

Speaker 4

Thank you very much.

Emanuel Chirico
Chairman and CEO, PVH Corp

Thank you for your questions. Are there any other questions? With that, I'd like to move on to the voting results. The voting has concluded. I'll ask Michelle O'Donnell, our Assistant Secretary of the company, to read the results of the vote.

Michelle O'Donnell
Assistant Secretary, PVH Corp

The Inspector of Election has certified to the results of the matters voted upon at this 2018 annual meeting of stockholders. The certification, which will be appended to the minutes of this meeting, provides in part that the annual meeting was held pursuant to notice duly given. The inspector was sworn to execute faithfully the duties of Inspector of Election with strict impartiality and according to the best of his ability. There were present in person or by proxy, holders of 65,998,554 shares of common stock, or 85.64% of the shares eligible to be voted at the meeting. A quorum for all purposes was present at the meeting. Each of the 12 nominees for director received a majority of the votes cast and was declared to be duly elected for a term of one year.

The advisory proposal to approve the compensation paid to our named executive officers was approved by 94% of the votes cast and was declared to have been duly adopted. The resolution ratifying the appointment of Ernst & Young LLP as auditors for the fiscal year ending February 3rd, 2019, received an affirmative vote of the majority of the shares present and was declared to have been duly adopted.

Emanuel Chirico
Chairman and CEO, PVH Corp

I'd also like to thank Michelle and Mark Fischer for all their hard work in preparing for the shareholders' meeting. There being no further business for our shareholders, I thank you all for coming, I thank you for your support throughout the year, and this meeting is now adjourned. Have a great day, everyone.