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AGM 2011

Jun 23, 2011

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

Thank you, Mark. Good morning, everyone, and welcome to the Philips-Van Heusen Meeting of Stockholders. I'd like to officially call the 2011 Annual Meeting of Stockholders of Philips-Van Heusen Corporation to order. The first thing I'd like to do is to introduce our directors. I'm going to start from my left. I'd like to introduce all of our directors, with the exception of Mr. Cohen, who is sitting for votes today. Mr. Cohen has been with us for 24 years. He's been a major contributor to the success of Philips-Van Heusen , and I'd just like to recognize that 24 years of service with Philis-Van Heusen . The remaining directors are up for election: Craig Ryden, Rita Rodriguez, Henry Nocella, Jim Marino, Bruce Magan, Margaret Jenkins, Joe Fuller, Juan Figueroa, and my partner through this endeavor, Mr. Fred Gehring. All of these individuals, except for Mr.

Cohen, as well as three other current directors, Mary Baglivo, David Landau, and Christian Stahl, who could not attend today, along with myself, are nominees for director. Mr. Cohen, as I said, is retiring after 24 years of outstanding service. Also in attendance today is Ernst & Young , the partner in charge of our engagement. Tim Tracy is here. Steve Angelella and Frank Rica are present as well and are here and available for questions at the appropriate time during the meeting. 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. I'd like to announce the appointed as inspectors of election are Wells Fargo for our shareholder service group.

Becky Paulson of Wells Fargo is here, our transfer agent, and has been appointed as inspector of election for this meeting. A note of the 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 a share in person by requesting a registration form and a ballot. Does anyone need a proxy or registration form and ballot? Please raise your hand. Thank you. The number of outstanding shares of our common stock eligible to vote as of April 26th, 2011 was 67,342,363. In addition, the holders of our Series A convertible preferred stock are entitled to vote 4,189,360 votes based on the number of shares of their shares convertible into PVH common stock.

The inspectors of election have advised me that we have over 50% of the eligible votes represented at the meeting, and therefore we have a quorum. In fact, we have approximately 60,706,000 votes, or 84% of the eligible votes represented at the meeting. As indicated in the proxy statement, we have six matters to vote upon at this meeting. After the introduction of each matter, you will be given the opportunity to comment or ask questions. Please hold any other questions, business or otherwise, until the question and answer period later in the meeting. The meeting is now open to consider the election of 13 directors for the coming year. May I have the proposal?

Mark Fischer
SVP and Secretary, Philips-Van Heusen

I move that the stockholders of Philips-Van Heusen Corporation elect as directors: Mary Baglivo, Emanuel Chirico, Juan Figueroa, Joseph V. Fuller, Fred Gehring, Margaret L. Jenkins, David Landau, Bruce Magan, V. James Marino, Henry Nocella, Rita Rodriguez, Craig Ryden, and Christian Stahl, to serve for a term of one year expiring at the annual meeting of stockholders in 2012, as set forth in the proxy statement for this meeting.

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

Thank you, Mark. Are there any questions or comments? I'd close the discussion and ask if anyone needs votes for this proposal. Those ballots will be distributed. Just please raise your hand. Thank you. The meeting is now open to consider the amendments to the company's certificate of incorporation to change the name of the company to PVH Corp. May I have the proposal, please?

Mark Fischer
SVP and Secretary, Philips-Van Heusen

I move that the stockholders of Phillips- Van Heusen Corporation approve the amendment of the company's certificate of incorporation to change the name of the company to PVH Corp., as set forth in the proxy statement for this meeting.

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

Does anyone have any questions or comments about the proposal? Does anyone need a ballot? Thank you. I close that. The meeting is now open to consider the approval of the material terms of the company's 2006 Stock Incentive Plan. May I have the proposal?

Mark Fischer
SVP and Secretary, Philips-Van Heusen

I move that the stockholders of Philips-Van Heusen Corporation approve the material terms of the company's 2006 Stock Incentive Plan, as set forth in the proxy statement for this meeting.

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

Any questions or comments? Does anyone need a ballot? I'll close the discussion on that matter. The meeting is now open to consider the approval on an advisory basis of the compensation paid to the company's named executives. May I please have the proposal?

Mark Fischer
SVP and Secretary, Philips-Van Heusen

I move that the stockholders of Philips-Van Heusen Corporation 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, Philips-Van Heusen

Any questions or comments? Anyone need a ballot? Thank you. I'll close the discussion on that matter. The meeting is now open to consider the advisory vote on the frequency of future advisory votes on executive compensation. May I please have the proposal?

Mark Fischer
SVP and Secretary, Philips-Van Heusen

I move that the stockholders of Philips-Van Heusen Corporation approve on an advisory basis whether future stockholder advisory votes on executive compensation should occur every one, two, or three years, as set forth in the proxy statement for this meeting.

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

Any questions or comments? Does anyone need a ballot? I'll close the discussion on that matter. The final proposal, 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
SVP and Secretary, Philips-Van Heusen

I move that the stockholders of Philips-Van Heusen Corporation ratify the appointment of Ernst & Young LLP as independent auditors of the company for the fiscal year ending January 29, 2012, as set forth in the proxy statement for this meeting.

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

Anyone have any questions or comments? Does anyone need a ballot or... Thank you very much. We'll close the proposals. Before I go on to the business review, I'd like to introduce some of the key members of our most senior executive group in the company. I previously introduced Mr. Fred Gehring, the CEO of Tommy Hilfiger and PVH International. Mike Shaffer, our Executive Vice President and Chief Financial Officer. There's Mike.

Thank you. I'll stand up.

Mike? Alan Serkin, our President and Chief Operating Officer. Ken Duane, Vice Chairman of all Wholesale Operations. Tom Murry, our President and CEO of Calvin Klein Worldwide. Steve Shiffman, President and Chief Operating Officer at Calvin Klein Retail. Ludo Onnink, Chief Operating Officer at Tommy Hilfiger. And Gary Sheinbaum, our CEO of Tommy Hilfiger in North America. Okay, I get to go off script now. Thank you. What I'd like to do now is just give you an overview of our business operations, some of our results. It's been a very active year for us. We're going to have a marketing business review. Fred will give an overview of Tommy Hilfiger and Tom Murry will give an overview of the Calvin Klein business. Let me just touch on it. It's just about a little bit over 12 months since our acquisition of the Tommy business last year.

The acquisition has gone exceedingly well. It clearly has been a major step forward for the company. We've doubled the size of the company overall. This chart shows our total former earnings. If we had owned the Tommy business for the entirety of last year, $5.3 billion in revenues for the company clearly makes us one of the top three largest apparel companies in the world. When you think of it as not only just our revenue size, but you think about the impact and reach of all of our brands, the Tommy Hilfiger business with a little bit over $4.5 billion in global retail sales, the Calvin Klein business with just under $7 billion in global retail sales, our heritage businesses, Van Heusen, IZOD, Arrow, and Bass, with global retail sales in excess of $3.3 billion.

When you look at how our business now breaks out, total revenues break out, Tommy represents just under about 50% of our revenues and 40% of our overall profitability. Our Calvin Klein business today represents just about 20% of our revenues and about 35% of our profits. Our heritage businesses, about a third of our total revenues and about 25% of our profitability. Clearly, a very balanced portfolio. The two major global lifestyle brands, Calvin and Tommy, last year representing about 75% of our profits. As we look out to this year, that number will approach 80%. It's not that our heritage businesses aren't growing, it's that we're seeing double-digit revenue and profitability growth associated with the two global powerhouse brands. When you look at our stable of brands on the left-hand side of the slides, Calvin Klein and Tommy clearly are growth engines taking us forward.

Our heritage businesses, I would describe IZOD, Van Heusen, our Bass and Arrow businesses, along with the designer brands that we license principally for our dress furnishings business, neckwear and dress shirts. These are the businesses that truly pay the bills. These are the businesses that have allowed us to grow and make the acquisitions that we've been able to do, Calvin and Tommy. They've allowed us to really take our heritage forward and continue the growth of the company. Our heritage businesses, I'm going to spend just a couple of minutes. I think everyone here is very familiar with these businesses. We've been operating them for years. I'll just try and put them into some level of context to you. This is a business that is over $1.7 billion in revenues. North American-based, 95% of the revenues of this business.

Operating profits that historically track between 9% and 11% operating profits. Very cash-flow-rich, significant ability to take the profits associated with these businesses, invest them back into these businesses and brands, but also to invest them in acquisition, the growth of the other businesses where we see substantial growth initiatives in the company. The business basically breaks out dress furnishings, just about a third of our total volume. Our wholesale sportswear business, about a third of our total volume. Our retail business, also just a little bit over a third of our total portfolio. Clearly, a very balanced portfolio. On the dress furnishing side, we are the largest dress furnishing company in the world. We are the largest dress shirt company in the world, with a market share in excess of 35% in the United States with our stable of brands.

In the all-important department store channel of distribution, we have about a 50% share of market there. We have the top three selling dress shirt brands in the United States with Van Heusen, Arrow, and Geoffrey Beene. When you consider the top 10 selling brands, we have nine of the top 10 selling brands in the United States. You clearly cannot be in the dress shirt business in the United States and not be doing business with PVH . Our neckwear market position is even stronger. There, our market position is well over 50%. We service multiple channels of distribution here from, at the top of the pyramid, Neiman Saks, to the opening price point at Walmart and Target, where we provide 100% of their neckwear resource. In sportswear, we are not as dominant as we are in dress furnishings, but clearly we have a major position here.

The sportswear business here that I'm talking about does not include the Calvin Klein sportswear business and Tommy business. That is very large and is also managed in the United States by Ken Duane. Here we have the best-selling woven sports shirt in Van Heusen and the number three selling woven sports shirt in Arrow. IZOD continues its position as the number one by unit selling for knit shirts. Clearly, very strong position throughout North America. We also operate over 500 stores with our Van Heusen, IZOD, and Bass divisions. Coming off a very strong 2010 where our comps really bounced back off of the recessive 2008, first half of 2009, an 8% comp store increase for 2010. First quarter of 2011, our performance was about a -2%, and that has dramatically improved in the second quarter where our comp store performance is tracking +2%.

Clearly we see strong performance here, continuing to generate significant cash for our businesses as we go forward. I'm going to now turn the meeting over to Tom Murry, the Chief Executive Officer at Calvin Klein, to give you an update about the happenings with the Calvin Klein brand and some of our significant marketing initiatives. Tom?

Tom Murry
CEO, Calvin Klein

Thank you, Manny. Hello, everybody. Calvin Klein businesses continue to be good. In 2010, we grew our global retail revenue by over $800 million to $6.7 billion. We are trending to do over $7.3 billion this year. Our brand pyramid consists of three segments. At the top, our Black Label collection provides the brand image halo for our brand. Below the collection is CK Bridge Gray Label. At the base of the pyramid, our biggest business is Calvin Klein White Label. We have over 40 domestic and international licensing partners, as well as internally owned and operating businesses for our over 30 product categories. Our business model allows us to capitalize on product, channel, and geographic diversity to leverage the global strength of the Calvin Klein brand and to help weather economic downturns like the one we just experienced.

You can see that a little more than half of our business is done in North America. Since the acquisition in 2003, these percentages by region have been relatively constant. As we move to the out years, 2013 and beyond, we will predictably begin to skew towards Asia. We believe we continue to have significant growth opportunities at Calvin Klein. We continue to grow market share globally. In 2010, we grew direct-to-consumer retail square footage internationally by over 400,000 sq ft . We grew our U.S. department store points of sale by over 2,000. We expect to sustain those growth rates this year. One of our most important ongoing objectives at Calvin Klein is continuous improvement in all of our products. Compelling products that achieve high-margin retail sell-throughs is a major reason that we have been able to sustain the growth that we have and positions us well for future growth.

We are also constantly looking for product extension opportunities, as well as brand-appropriate new product lines. At the time of the acquisition in 2003, our global retail sales were $2.8 billion. As I mentioned earlier, we expect to exceed $7.3 billion this year. We believe we can grow the business by another $2.5 billion over the next three to four years. Our compounded annual growth rate in 2003 and 2010 was 13%. We were planning at between 8% and 10% through 2014. With the strong momentum that we have, we believe we will be able to continue to exceed our plans as we historically have. We generated over $969 million in revenue in the last 12 months through Q1, which was an increase of over 17% from the same period last year. We had operating income of $250 million, which was up 23%.

Our operating margin was 26%, up from 25% last year. Calvin Klein is principally comprised of a licensing business, but we also own and operate a wholesale and retail collection business, a wholesale Men's and sportswear and dress furnishings business, as well as a White Label retail outlet chain in the U.S. Our businesses are supported by dedicated in-house design teams who either design or approve all Calvin Klein products that are sold all over the world. We also have dedicated in-house PR and advertising agencies, as well as retail planning and visual display departments, all of which work in concert to assure global consistency and protect the Calvin Klein brand image. Our top three licensees represent 75% of the licensing business. Warnaco, our global licensee for jeanswear, underwear, swimwear, and CK Bridge apparel and accessories in Europe, did $2.7 billion in global retail sales in 2010.

They are projecting to double their business by 2014. This is an annual compounded growth rate of approximately 15%. At this time, they are on track to achieve this objective. The major marketing and product initiative this spring was CK One. The launch included jeanswear, underwear, and fragrance by Coty, and was supported by an ambitious global ad campaign and PR event schedule. The marketing and products have resonated well with young consumers, which was exactly what we were hoping for. Coty's global retail sales were $1.3 billion in 2010. They are projected to once again outperform the sector and increase sales by 6% or more this year. Calvin Klein is the second largest fragrance brand in the world. With compelling marketing and aggressive product innovation schedules, we believe Coty is on track to once again sustain their growth trajectory.

As you can see, G3 holds licenses for eight of our product categories, all women's except Men's outerwear. Their business was up over 30% last year, and they are trending to have another great year this year. We have over 700 freestanding stores outside of the U.S. Regionally, they break down by about 55% in Asia, 30% in Europe and the Middle East, and 15% in Latin America. These stores provide excellent branding platforms, and they are great revenue producers. I've included images of each of our four retail concepts. This is a collection concept. This is a CK store in Hong Kong. This is actually a combined jeans and underwear store also in Hong Kong. Our internal White Label wholesale and retail businesses generated revenue of $580 million in the last 12 months ending in Q1, which was up 19% over last year.

Men's Better Sportswear did $150 million, and we believe it has the potential to grow to over $250 million. Our U.S. retail outlet business grew to $375 million in the last 12 months through Q1. 2010 comps were at 13%, Q1 comps up 14%, May up 16%, and the trend continues and is improving into June. Our ad agency spends over $300 million a year on Calvin Klein global advertising, and this is how it breaks down by region. I'd like to show you a brief preview of our fall print campaign. This is a Women's collection, Men's collection. Here's a CK image. This is White Label, Men's. This is a continuation of the fall evolution of our CK One campaign. Now I'd like to run a five-minute video that highlights some of the recent PR activity from around the world created by our global communications department.

Speaker 8

What are you wearing tonight?

A Calvin.

What are you wearing tonight, French?

Calvin Klein, of course. I love it.

I'm wearing Calvin Klein from the latest collection.

I'm wearing Calvin Klein Collection.

I am wearing Calvin Klein Collection.

I'm actually wearing Calvin Klein Collection, as it says on the coat.

I am wearing Calvin Klein Collection tonight.

Let's take you to the.

Zac Effron, Calvin Klein.

Young, Mark.

Okay.

Pull together.

To me, the best dressed nominee.

The world.

President and Mrs. Obama are in Oslo, where he accepted the Nobel Prize for Peace.

The First Lady wore one of her signature cardigans over a gold Calvin Klein dress.

Fuck your head, folks.

I'm the new face of the underwear envy collection for Calvin Klein. I couldn't be more honored and humbled to be a part of the Calvin Klein family.

This just in. Zoe Saldana is the new face and smoking hot body of Calvin Klein.

That's Avatar star Zoe Saldana, the new face and bod of Calvin Klein underwear.

Skin is in for Avatar's Zoe Saldana, who proves the only thing to get between her and her Calvins is her tiny sunny tattoo. The new spokesmodel for the Envy line reveals her secret to staying in shape.

I'll eat the science food, and then the next day I'll wake up and I'll go for like an hour-long walk.

Turn on the AC. It is about to get hot.

The new models for Calvin Klein's X underwear. The X Mark Your Spot campaign also includes other hot actors and athletes sporting the designer's new X underwear line.

The new ad campaign featuring some of the sexiest men in the world.

I'm Sam Lutz, and I'm wearing Calvin Klein Collection.

Some major man candy made it to the Calvin Klein Collection Men's wear show here in Meadow. Chace Crawford, Ryan Phillippe, Kellan Lutz, and Mehcad Brooks of True Blood , were past production at the Calvin Klein Men's show.

I love the company and the people who run it, and I think they make the best clothes.

Chu and Avery Baker presented this season's Calvin Klein Men's wear at the Calvin Klein studio.

I wanted to create like a tough guy, like a bad boy a little bit. I wanted these guys to look very masculine.

The radar finds Katie Holmes and Julianne Moore in New York at Calvin Klein's 2011 Spring Collection Runway Show.

Tom Cruise was in attendance.

Proving once again nothing comes between her and her Calvin Klein.

Always classic and beautiful. I'm a real fan of Francisco's work. He's the master. He can make anybody look stunning. I'm very happy to be here.

Tom Murry
CEO, Calvin Klein

Going high visibility activity. In 2010, we achieved advertising cost equivalent valued at over $400 million. This, coupled with our over $300 million spent on advertising, continues to grow our brand awareness and enhance the Calvin Klein brand image all over the world. Thank you.

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

I'd like to introduce the CEO of Tommy Hilfiger to present the business review and marketing update, Mr. Fred Gehring.

Fred Gehring
CEO, Tommy Hilfiger

Good morning, everybody. Two major global powerhouse brands under one roof in PVH, Calvin Klein and Tommy Hilfiger, couldn't be as different as you can imagine. The DNAs of these brands are almost opposite. As much as the management teams, particularly the respective CEOs, are extremely competitive with each other, that competition limits itself within the company because out there in the market, we do not compete. We sell to different consumers through different stores. I, too, have in my presentation a brief video, and I thought it was a good idea to start with that so that you can really get confronted with the amazing differences between these brands right at the start of this presentation. If you can please play the tape.

Speaker 8

I think he's doing a little bit of a boho preppy chic look, so I'm really excited to see it.

Great show. Something very fresh. Love the look. The use of colors. It's definitely got that nice rock and roll twist to it. It definitely adds up the preppiness on it. It's great.

The inspiration of a rock star's girlfriend, how she dressed and how she dresses even today, and how we want her to dress. Ultimately, it's all about the clothes.

I think in the back, and it is bigger than ever.

I wouldn't say that, but I would also say cool American classic because it's an American classic with a bit of a twist.

I think it is such a great idea in connecting fashion with charity. Tommy designed this beautiful bag that women would want anyway. The proceeds from the bag go directly to the devotee of the brand.

I believe in long-term value, and I think we are creating long-term value here.

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

When we started to significantly outperform last year, we didn't take every single dollar of profit and just drop it to the bottom line. We were prudent about making the investments in the brand in order to continue to consistently deliver the message. Particularly

In North America, about the positioning of the Tommy brand back to its original roots, preppy American cool. That's what we're about. I think our marketing campaign has reinforced that. I believe our delivering of our financial results will continue to reinforce that. I think you will see a strong stock performance as we go forward and the world starts to settle in.

Speaker 7

Okay. How will VF Corporation's acquisition of Timberland affect your licensing agreement, if at all, and did you ever show an indication of interest in owning Timberland outright?

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

Okay. On the first level is we made the decision internally in the fourth quarter of last year to get out of the Timberland apparel business. Licensing funds had come through. We negotiated an exit strategy with the Timberland company in the first quarter of this year to exit that business a year earlier. Given the Tommy acquisition, we just felt it wasn't in line with our strategic initiatives, and we made the decision to take a marginally profitable business of about $90 million in revenues, and it would be better for our management time and our capital resources to be focused on that business. We wish VF well with the acquisition. Timberland is a great brand, and they seem to pay a very full price for it.

Speaker 7

Good for them. As of late May, your largest customer, Macy's, was doing very well. Since that time, other luxury goods and apparel companies have become less certain about the important back-to-school retail sales season and the holiday season sales. They have actually toned down their sales expectations for 2011 and 2012. Now, I see based on your presentation here you are standing firm on your 5/31/2011 forecast.

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

That is correct, and I guess I would even say it maybe with more enthusiasm. Not only have we reaffirmed the guidance, but we have talked about the top end of the guidance, both from a revenue and a sales point of view. I think clearly, even in this uncertain market, we're trying to deliver the message to our investor base that we feel very positive about it. We feel very strong. I think we will go through a critical back-to-school selling season given the price increases. As that starts to unfold, the one thing you can count on is we will be transparent about it, we will be talking about it, and you will know what's going on in the businesses that we operate as it goes forward.

Speaker 7

Okay. I look forward to the PVH stock price to finally eclipse that other designer's triple-digit stock price. Thank you.

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

Thank you. Any other questions? If you please state your name.

Reverend David Schilling
Analyst, Interfaith Center on Corporate Responsibility

Reverend David Schilling from the Interfaith Center on Corporate Responsibility.

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

Let him take the mic there. There you are.

Reverend David Schilling
Analyst, Interfaith Center on Corporate Responsibility

Oh, is that better? Good.

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

Perfect.

Reverend David Schilling
Analyst, Interfaith Center on Corporate Responsibility

Manny, great to be here. Just a little, probably more comments than questions. We had a lot of good questions from the previous person. This is more in the area of corporate responsibility. Manny, appreciate your leadership in developing that arena. The Interfaith Center on Corporate Responsibility is a coalition of faith-based investors and socially responsible investors. We have been engaging PVH as shareholders since the early 1990s when Bruce Klatzky was the CEO. We had some really, you know, some tough discussions at the early part, and a lot of shareholder resolutions filed, but we've moved, I think, from pressure to partnership. We meet with top management and Marcel Emmanuel Benz of the Human Rights Program regularly, particularly on the reporting. I think, you know, it's important for PVH shareholders and the board to know some of the sort of changing context that's taking place.

A week ago today, the Business and Human Rights Framework that Professor John Ruggie, the UN Special Representative on Business and Human Rights, was endorsed unanimously by the UN Human Rights Council. That is the state's duty to protect human rights, the corporate responsibility to respect human rights, and access to remedies. That second piece, you know, is putting in place some real expectations and some, you know, some new arenas for business to take advantage, particularly a human rights due diligence process. The second, I think, is, you know, Governor Schwarzenegger at the end of September in 2010 signed into law the California Transparency and Supply Chain Act, requiring companies as of January 1, 2012, to report on what they are doing in their supply chains to address forced labor, modern-day slavery.

When I look at the company, PVH, I think you're not only well-positioned economically in terms of the brands and the presentation we heard, you're well-positioned in terms of the human rights program that you have promulgated over the years. Last year, in your report, you already anticipated the UN adoption of the due diligence process for companies and had in your report how you stacked up on policy, on assessing risk, on, you know, monitoring and implementing that, and then on reporting. I think it's important to know that your company is in a good position to meet the expectations and the regulations as they're coming down the pike in terms of reporting.

I think there's a value that is created by the kind of work that you have done, with the strong support of the board and senior management of the program that really is getting into improving conditions in factories and in communities where you operate, indirectly, where your products are made. That's critical for the faith-based shareholders and socially responsible shareholders that we represent. I think the challenge, Manny, as we've said, is how to continue to integrate the CSR into every aspect of the business. For us, it's so important that you have a CSR committee of the board led by Rita Rodriguez because that sends a signal that this is not a nice-to-have, but it's a very important piece. We'll miss Ed Cohen as he goes off the board, but I think Margaret Jenkins is going to be joining that committee.

Bruce, you have the best position in the whole company working with two incredible women. It's an important signal to the stakeholder community that the company takes governance of these issues seriously. As we move, I think it's going to be important, the acquisition of Tommy Hilfiger certainly to take the standards that you have in your supply chain and integrate that process so it goes smoothly in all of those new factories. I think that's really critical for us. We just would like to commend the company for its continued focus on this. I don't know if I have a question because I think I know the answer. Are you going to continue this continuous improvement process within the company? I think the answer is yes, but we'll be with you helping to nudge you along the way. Thank you.

Emanuel Chirico
Chairman and CEO, Philips-Van Heusen

Thank you. Thank you for the comments. To respond to the question, clearly, it's a focal point for us. I would just say as the Tommy Hilfiger organization clearly has embraced this whole concept as part of their business planning process today, it was always part of their culture and how they operated. The only thing I think we've brought to the table going forward is a framework to bring a little bit more structure to it. From a business operation, we really have not had to change much of what they were doing. It was there and really just building a framework in order to measure some of those things. I think as we go forward, the critical year this year, as they're fully integrated onto our CSR pipeline. Thank you for your partnership, your strategic advice, and your guidance. Any other shareholders' questions? Okay.

There being none, I'd like to now get the results from our voting. I'd ask Michelle O'Donnell, our Assistant Secretary of the Company, to read the results of the vote. Michelle coming up here.

Do you have a mic? You need a mic?

Michelle O'Donnell
Assistant Secretary, Philips Van Heusen

The inspector of election for matters considered and voted upon at the 2011 annual meeting of stockholders of Philips-Van Heusen Corporation has certified to the results of the meeting. Their certification, which will be appended to the minutes of this meeting, provides in part that the annual meeting of stockholders of the company was pursuant to notice duly given. They were severally sworn to execute faithfully the duties of inspector of election at the meeting with strict impartiality and according to the best of their ability. There were present in person or by proxy holders of 85% of the 67,342,363 shares of common stock and an additional 4,189,360 votes based on the number of shares of common stock into which the company's Series A convertible stock is convertible, eligible to be voted at the meeting. A quorum for all purposes was present at the meeting.

Each of Mary Baglivo, Emanuel Chirico, Juan Figueroa, Joseph B. Fuller, Fred Gehring, Margaret L. Jenkins, David Landau, Bruce Maggin, V. James Marino, Henry Nasella, Rita Rodriguez, Craig Rydin, and Christian Stahl, the 13 nominees for director, received the majority of the votes cast and were declared to be the duly elected directors of the company to serve for a term of one year. The results of the vote to amend the company's certificate of incorporation to change the name of the company to PVH Corp. was for 60,530,784, against 37,147, abstain 138,366. The proposal to amend the company's certificate of incorporation to change the name of the company to PVH Corp., having received a majority of the votes cast on such proposal, was declared as duly adopted.

The result of the vote to approve the material terms to the company's 2006 Stock Incentive Plan was for 57,863,512, against 1,131,498, abstain 150,688. The proposal to approve the material terms to the company's 2006 Stock Incentive Plan, having received a majority of the votes cast on such proposal, was declared as duly adopted. The result of the vote to approve on an advisory basis the compensation paid to our named executive officers was for 57,802,170, against 1,190,232, abstain 153,296. The proposal to approve on an advisory basis the compensation paid to our named executive officers, having received a majority of the votes cast on such proposal, was declared as duly adopted. The result of the vote to approve on an advisory basis whether future stockholder advisory votes on executive compensation should occur every one, two, or three years was one year, 52,902,526; two years, 1,000,.

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