def14a
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
|
|
|
o
|
|
Preliminary Proxy Statement |
þ
|
|
Definitive Proxy Statement |
o
|
|
Definitive Additional Materials |
o
|
|
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
o
|
|
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
VF Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
þ
|
|
No fee required. |
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was
determined): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
Total fee paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
Fee paid previously with preliminary materials: |
|
|
|
|
|
|
|
|
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
Amount Previously Paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
Filing Party: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
Date Filed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VF CORPORATION
March 23, 2011
Dear Shareholder:
The Annual Meeting of Shareholders of VF Corporation will be
held on Tuesday, April 26, 2011, at the O.Henry Hotel,
Caldwell Room, 624 Green Valley Road, Greensboro, North
Carolina, commencing at 10:30 a.m. Your Board of
Directors and management look forward to greeting personally
those shareholders able to attend.
At the meeting, shareholders will be asked to vote on
(i) the election of three directors; (ii) whether to
approve the compensation of named executive officers as
disclosed in this proxy statement; (iii) whether the
frequency of executive compensation advisory votes should be
every one, two or three years; (iv) whether to approve an
amendment to VFs By-laws to adopt a majority voting
standard for uncontested director elections; (v) whether to
ratify the selection of PricewaterhouseCoopers LLP as VFs
independent registered public accounting firm for fiscal 2011;
and (vi) such other matters as may properly come before the
meeting.
Your Board of Directors recommends a vote FOR the election of
the persons nominated to serve as directors, FOR the approval of
compensation of named executive officers as disclosed in this
proxy statement, FOR the proposed frequency of executive
compensation advisory votes, FOR the amendment to VFs
By-laws to adopt a majority voting standard for uncontested
director elections, and FOR the ratification of the selection of
PricewaterhouseCoopers LLP as VFs independent registered
public accounting firm. Regardless of the number of shares you
own or whether you plan to attend, it is important that your
shares be represented and voted at the meeting.
You may vote in person at the Annual Meeting or you may vote
your shares via the Internet, via a toll-free telephone number,
or by signing, dating and mailing the enclosed proxy card in the
postage-paid envelope provided, as explained on page 1 of
the attached proxy statement.
Your interest and participation in the affairs of VF are most
appreciated.
Sincerely,
Eric C. Wiseman
Chairman, President and
Chief Executive Officer
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD
ON APRIL 26, 2011
This proxy statement and our Annual Report to security holders
on
Form 10-K
for 2010 are available at www.edocumentview.com/vfc.
VF CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 26, 2011
March 23, 2011
To the Shareholders of VF CORPORATION:
The Annual Meeting of Shareholders of VF Corporation will be
held at the O.Henry Hotel, Caldwell Room, 624 Green Valley Road,
Greensboro, North Carolina, on Tuesday, April 26, 2011, at
10:30 a.m., for the following purposes:
(1) to elect three directors;
(2) to vote on whether to approve the compensation of named
executive officers as disclosed in this proxy statement;
(3) to vote on whether the frequency of executive
compensation advisory votes should be every one, two or three
years;
(4) to vote on whether to approve an amendment to VFs
By-laws to adopt a majority voting standard for uncontested
director elections;
(5) to vote on the ratification of the selection of
PricewaterhouseCoopers LLP as VFs independent registered
public accounting firm for fiscal 2011; and
(6) to transact such other business as may properly come
before the meeting and any adjournments thereof.
A copy of VFs Annual Report on
Form 10-K
for 2010 is enclosed for your information.
Only shareholders of record as of the close of business on
March 2, 2011 are entitled to notice of and to vote at the
meeting.
By Order of the Board of Directors
Candace S. Cummings
Vice President Administration,
General Counsel and Secretary
YOUR VOTE IS
IMPORTANT
You are urged to
vote your shares via the Internet, through
our toll-free telephone number, or by signing, dating and
promptly returning your proxy in the enclosed
envelope.
TABLE OF
CONTENTS
|
|
|
|
|
|
|
Page
|
|
ABOUT THE MEETING
|
|
|
1
|
|
What is the purpose of the Meeting?
|
|
|
1
|
|
Who is entitled to vote at the Meeting?
|
|
|
1
|
|
What are the voting rights of shareholders?
|
|
|
1
|
|
How do shareholders vote?
|
|
|
1
|
|
What constitutes a quorum?
|
|
|
2
|
|
What are the Boards recommendations?
|
|
|
2
|
|
What vote is required to approve each item?
|
|
|
3
|
|
Other Information
|
|
|
3
|
|
ITEM NO. 1 ELECTION OF DIRECTORS
|
|
|
4
|
|
CORPORATE GOVERNANCE AT VF
|
|
|
8
|
|
Corporate Governance
|
|
|
8
|
|
Board of Directors
|
|
|
10
|
|
Board Committees and Their Responsibilities
|
|
|
10
|
|
Directors Compensation
|
|
|
15
|
|
EXECUTIVE COMPENSATION
|
|
|
18
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
18
|
|
COMPENSATION COMMITTEE REPORT
|
|
|
32
|
|
SUMMARY COMPENSATION TABLE
|
|
|
33
|
|
GRANTS OF PLAN-BASED AWARDS
|
|
|
35
|
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|
|
37
|
|
OPTION EXERCISES AND STOCK VESTED
|
|
|
39
|
|
PENSION BENEFITS
|
|
|
40
|
|
NONQUALIFIED DEFERRED COMPENSATION
|
|
|
43
|
|
POTENTIAL PAYMENTS UPON CHANGE-IN-CONTROL, RETIREMENT OR
TERMINATION OF EMPLOYMENT
|
|
|
44
|
|
EQUITY COMPENSATION PLAN INFORMATION TABLE
|
|
|
47
|
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
|
|
49
|
|
ITEM NO. 2 PROPOSAL TO APPROVE THE COMPENSATION
OF NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY
STATEMENT
|
|
|
51
|
|
ITEM NO. 3 PROPOSAL REGARDING THE FREQUENCY OF
EXECUTIVE COMPENSATION ADVISORY VOTES
|
|
|
52
|
|
ITEM NO. 4 PROPOSAL TO AMEND VFS BY-LAWS TO
ADOPT A MAJORITY VOTING STANDARD FOR UNCONTESTED DIRECTOR
ELECTIONS
|
|
|
53
|
|
ITEM NO. 5 RATIFICATION OF THE SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
56
|
|
Report of the Audit Committee
|
|
|
58
|
|
OTHER INFORMATION
|
|
|
58
|
|
APPENDIX A INDEPENDENCE STANDARDS OF THE BOARD OF
DIRECTORS
|
|
|
A-1
|
|
VF
CORPORATION
PROXY STATEMENT
For the 2011 Annual Meeting of Shareholders
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of VF
Corporation to be voted at VFs Annual Meeting of
Shareholders on April 26, 2011 and any adjournments of the
meeting (the Meeting).
ABOUT THE
MEETING
What is the
purpose of the Meeting?
At the Meeting, holders of VF Common Stock will vote on the
matters described in the notice of the Meeting on the front page
of this proxy statement, including the election of three
directors, approval of compensation of named executive officers
as disclosed in this proxy statement, the frequency of executive
compensation advisory votes, the amendment of VFs By-laws
to adopt a majority voting standard for uncontested director
elections, and the ratification of the selection of
PricewaterhouseCoopers LLP as VFs independent registered
public accounting firm for fiscal 2011 and transaction of such
other business as may properly come before the Meeting.
Who is
entitled to vote at the Meeting?
Only shareholders of record on March 2, 2011, the record
date for the Meeting, are entitled to receive notice of and vote
at the Meeting.
What are the
voting rights of shareholders?
Each share of Common Stock is entitled to one vote on each
matter considered at the Meeting.
How do
shareholders vote?
Shareholders may vote at the Meeting in person or by proxy.
Proxies validly delivered by shareholders (by Internet,
telephone or mail as described below) and received by VF prior
to the Meeting will be voted in accordance with the instructions
contained therein. If a shareholders proxy card gives no
instructions, it will be voted as recommended by the Board of
Directors. A shareholder may change any vote by proxy before the
proxy is exercised by filing with the Secretary of VF either a
notice of revocation or a duly executed proxy bearing a later
date or by attending the Meeting and voting in person.
Shareholders who vote by telephone or the Internet may also
change their votes by re-voting by telephone or the Internet
within the time periods listed below. A shareholders
latest vote, including via the Internet or telephone, is the one
that is counted.
1
There are three ways to vote by proxy:
1) BY INTERNET: Visit the web site
www.envisionreports.com/vfc. To vote your shares, you
must have your proxy/voting instruction card in hand. The web
site is available 24 hours a day, seven days a week, and
will be accessible UNTIL 11:59 p.m., Eastern Daylight Time,
on April 25, 2011;
2) BY TELEPHONE: Call toll-free
1-800-652-VOTE
(1-800-652-8683).
Shareholders outside of the U.S. and Canada should call
1-781-575-2300. To vote your shares, you must have your
proxy/voting instruction card in hand. Telephone voting is
accessible 24 hours a day, seven days a week, UNTIL
11:59 p.m., Eastern Daylight Time, on April 25,
2011; or
3) BY MAIL: Mark your proxy/voting
instruction card, date and sign it, and return it in the
postage-paid (U.S. only) envelope provided. If the envelope
is missing, please address your completed proxy/voting
instruction card to VF Corporation,
c/o Computershare,
P.O. Box 43126, Providence, Rhode Island 02940.
IF YOU VOTE BY INTERNET OR TELEPHONE, YOU DO NOT NEED TO
RETURN YOUR PROXY/VOTING INSTRUCTION CARD.
If you are a beneficial owner, please refer to your proxy card
or other information forwarded by your bank, broker or other
holder of record to see which of the above choices are available
to you.
What
constitutes a quorum?
Shareholders entitled to cast at least a majority of the votes
that all shareholders are entitled to cast must be present at
the Meeting in person or by proxy to constitute a quorum for the
transaction of business. At the close of business on
March 2, 2011, there were 108,697,539 outstanding shares of
Common Stock.
What are the
Boards recommendations?
Your Board of Directors recommends a vote FOR the election of
the persons nominated to serve as directors; FOR the approval of
compensation of named executive officers as disclosed in this
proxy statement; with regard to the frequency of executive
compensation advisory votes, FOR a frequency of every two years;
FOR the amendment to VFs By-laws to adopt a majority
voting standard for uncontested director elections; and FOR the
ratification of the selection of PricewaterhouseCoopers LLP as
VFs independent registered public accounting firm for
fiscal 2011. If any other matters are brought before the
Meeting, the proxy holders will vote as recommended by the Board
of Directors. If no recommendation is given, the proxy holders
will vote in their discretion. At the date of this proxy
statement, we do not know of any other matter to come before the
Meeting. Persons named as proxy holders on the accompanying form
of proxy/voting instruction card are Eric C. Wiseman, Chairman,
President and Chief Executive Officer of VF, and Candace S.
Cummings, Vice President Administration, General
Counsel and Secretary of VF.
2
What vote is
required to approve each item?
The three nominees for election as directors who receive the
greatest number of votes will be elected directors. Approval of
the compensation of named executive officers as disclosed in
this proxy statement, approval of an amendment to VFs
By-laws to adopt a majority voting standard for uncontested
director elections, and ratification of the selection of
PricewaterhouseCoopers LLP as VFs independent registered
public accounting firm for fiscal 2011 or approval of any other
matter to come before the Meeting require the affirmative vote
of a majority of the votes cast on such matter at the Meeting.
With respect to the frequency of executive compensation advisory
votes, you will have the opportunity to vote for a frequency of
every one, two or three years, or abstain from voting. Under
Pennsylvania law and VFs By-laws, the frequency of
executive compensation advisory votes will also be determined
according to the affirmative vote of a majority of the votes
cast; however, if the proposal is not adopted by the required
majority vote for any one of the time periods presented, the
Board will evaluate the votes cast for each time period
presented and will consider the time period for which a
plurality of the votes were cast to have been recommended by the
shareholders. Withheld votes, abstentions and broker non-votes
will not be taken into account in determining the outcome of the
election of directors, the approval of compensation of named
executive officers as disclosed in this proxy statement, the
frequency of executive compensation advisory votes, the
amendment to VFs By-laws to adopt a majority voting
standard for uncontested director elections or ratification of
the selection of PricewaterhouseCoopers LLP as VFs
independent registered public accounting firm for fiscal 2011 or
any other matter to come before the Meeting.
Other
Information
A copy of VFs Annual Report on
Form 10-K
for the fiscal year ended January 1, 2011 accompanies this
proxy statement. No material contained in the Annual Report is
to be considered a part of the proxy solicitation material.
VFs mailing address is P.O. Box 21488,
Greensboro, North Carolina 27420. This proxy statement and the
form of proxy/voting instruction card were first mailed or given
to shareholders on approximately March 23, 2011.
3
ITEM NO. 1
ELECTION OF
DIRECTORS
VFs Board of Directors has nominated the three persons
named below to serve as directors. Charles V. Bergh, whose term
ends at the Meeting, has determined that he will not stand for
reelection. The Corporation acknowledges the outstanding service
rendered by Mr. Bergh during his years on the Board of
Directors. The persons named in the accompanying form of
proxy/voting instruction card intend to vote such proxy for the
election as directors of the following nominees, subject to any
explicit instructions of the shareholder set forth on the
proxy/voting instruction card. If any nominee becomes unable or
unwilling to serve as a director, the proxy holders will vote
for such other person or persons as may be nominated by the
Board of Directors. The nominees named below have indicated that
they are willing to serve if reelected to the VF Board. The
Board of Directors may fill vacancies in the Board, and any
director chosen to fill a vacancy would hold office until the
next election of the class for which such director had been
chosen. It is the policy of VF that a substantial majority of
the members of its Board of Directors should be independent.
Currently, 11 of VFs 12 directors have been
determined by the Board to be independent in accordance with
standards adopted by the Board, as set forth in the Boards
Corporate Governance Principles and as attached hereto as
Appendix A, and the Listing Standards of the New York Stock
Exchange, the securities exchange on which VFs Common
Stock is traded.
|
|
|
|
|
|
|
|
|
|
|
|
Year in Which
|
|
|
|
|
Service as a
|
Name
|
|
Principal Occupation
|
|
Director Began
|
|
|
To serve until the
2014 Annual Meeting
|
|
|
|
|
|
|
Juan Ernesto de Bedout, 66
|
|
Group President Latin American Operations, Kimberly-Clark
Corporation
|
|
|
2000
|
|
Ursula O. Fairbairn, 68
|
|
President and Chief Executive Officer, Fairbairn Group LLC
|
|
|
1994
|
|
Eric C. Wiseman, 55
|
|
Chairman, President and Chief Executive Officer of VF
|
|
|
2006
|
|
|
|
Mr. de Bedout has served as Group President of Latin American
Operations for Kimberly-Clark Corporation, a global health and
hygiene company, responsible for business units in Central and
South America as well as the Caribbean, since 1999. He is a
member of the Audit and Finance Committees of the Board of
Directors. Mr. De Bedout is qualified to serve on the Board
of Directors primarily as a result of his experience leading a
major international division of a publicly traded multi-brand
consumer products company.
Ms. Fairbairn has served as President and Chief Executive
Officer, Fairbairn Group LLC, a human resources and executive
management consulting company, since April 2005. She served as
Executive Vice President Human Resources &
Quality, American Express Co., a diversified global travel and
financial services company, from 1996 until her retirement in
2005. Ms. Fairbairn also serves as a director of Air
Products and Chemicals, Inc. and Sunoco, Inc. Previously she
served on the boards of directors of Circuit City Stores, Inc.
and Centex
4
Corporation. She is a member of the Executive, Compensation and
Nominating and Governance Committees of the Board of Directors.
(Also see Security Ownership of Certain Beneficial Owners
and Management on page 49). Ms. Fairbairn is
qualified to serve on the Board of Directors primarily as a
result of her extensive experience as a leader of a global
financial services company, service on other boards of
directors, and as a consultant in human resources and executive
management compensation for a number of publicly traded
companies.
Mr. Wiseman has served as Chairman of the Board of
Directors of VF since August 2008, as President of VF since
March 2006 and as Chief Executive Officer since January 2008. He
served as Chief Operating Officer from March 2006 until January
2008. He was elected a director of VF in October 2006.
Mr. Wiseman joined VF in 1995 and has held a progression of
leadership roles within and across VFs coalitions.
Mr. Wiseman also serves as a director of CIGNA Corporation.
Mr. Wiseman serves as an ex officio member of the
Finance Committee of the Board of Directors. Mr. Wiseman is
qualified to serve on the Board of Directors primarily as a
result of his service as Chief Executive Officer of VF and in
other leadership roles with VF.
|
|
|
|
|
|
|
|
|
|
|
|
Year in Which
|
|
|
|
|
Service as a
|
Name
|
|
Principal Occupation
|
|
Director Began
|
|
|
Directors Whose Terms
Expire at the 2013
Annual Meeting
|
|
|
|
|
|
|
Richard T. Carucci, 53
|
|
Chief Financial Officer, Yum! Brands, Inc.
|
|
|
2009
|
|
Juliana L. Chugg, 43
|
|
Senior Vice President, General Mills, Inc. and President, Meals
Division
|
|
|
2009
|
|
George Fellows, 68
|
|
President and Chief Executive Officer, Callaway Golf Company
|
|
|
1997
|
|
Clarence Otis, Jr., 54
|
|
Chairman and Chief Executive Officer, Darden Restaurants, Inc.
|
|
|
2004
|
|
|
|
Mr. Carucci is Chief Financial Officer of Yum! Brands,
Inc., which operates more than 36,000 restaurants, including
brands such as KFC, Pizza Hut and Taco Bell, in more than 110
countries and territories. Since joining Yum! Brands (previously
named Tricon Global Restaurants) in 1997, he held a series of
finance positions prior to being appointed Chief Financial
Officer in 2005. Mr. Carucci is a member of the Audit and
Finance Committees of the Board of Directors. Mr. Carucci
is qualified to serve on the Board of Directors primarily as a
result of his experience as chief financial officer of a large
global multi-brand publicly traded company serving retail
consumers.
Ms. Chugg is a Senior Vice President of General Mills, Inc.
and President of its Meals Division. She has held a progression
of leadership roles with General Mills and Pillsbury since 1996.
Ms. Chugg also serves as a director of H.B. Fuller Company.
Ms. Chugg previously served as a director of Promina Group
Ltd. from April 2003 until July 2004. Ms. Chugg is on the
Audit and Nominating and Governance Committees of the Board of
Directors. Ms. Chugg is qualified to serve on the Board of
Directors primarily as a result of her extensive experience
5
leading a major division of a large publicly traded multi-brand
consumer products company and service on other public company
boards of directors.
Mr. Fellows has been President and Chief Executive Officer
of Callaway Golf Company and a member of its Board of Directors
since 2005. Previously, he served as a consultant to Investcorp
International, Inc. and other private equity firms from 2000
through July 2005, and as President and Chief Executive Officer
of Revlon, Inc. and of Revlon Consumer Products Corporation from
1997 through 1999. Mr. Fellows previously served on the
board of directors of Jack in the Box Inc. He is a member of the
Audit and Nominating and Governance Committees of the Board of
Directors. Mr. Fellows is qualified to serve on the Board
of Directors primarily as a result of his extensive experience
leading publicly traded consumer products companies and
overseeing chief financial officers of public companies.
Mr. Otis is Chairman and Chief Executive Officer of Darden
Restaurants, Inc., a large full-service restaurant company that
owns and operates 1,800 restaurants including Red Lobster, Olive
Garden, LongHorn Steakhouse, The Capital Grille, Bahama Breeze
and Seasons 52. Previously, he served as the Executive Vice
President of Darden Restaurants, Inc., and President of its
Smokey Bones Restaurants division, from December 2002 until
December 2004. He served as Executive Vice President and Chief
Financial Officer of Darden Restaurants from April 2002 to
December 2002 and Senior Vice President and Chief Financial
Officer from 1999 to 2002. Mr. Otis also serves as a
director of Verizon Communications, Inc. Previously, he served
on the board of directors of the Travelers Companies, Inc. He is
a member of the Audit and Nominating and Governance Committees
of the Board of Directors. (Also see Security Ownership of
Certain Beneficial Owners and Management on page 49).
Mr. Otis is qualified to serve on the Board of Directors
primarily as a result of his extensive experience leading a
large publicly traded multi-brand company serving retail
customers, acting as and then supervising the chief financial
officer of a public company, and serving on the boards of
directors of other public companies.
6
|
|
|
|
|
|
|
|
|
|
|
|
Year in Which
|
|
|
|
|
Service as a
|
Name
|
|
Principal Occupation
|
|
Director Began
|
|
|
Directors Whose Terms
Expire at the 2012
Annual Meeting
|
|
|
|
|
|
|
Robert J. Hurst, 65
|
|
Managing Director, Crestview Partners LLC
|
|
|
1994
|
|
W. Alan McCollough, 61
|
|
Retired; former Chairman of the Board, Circuit City Stores, Inc.
|
|
|
2000
|
|
M. Rust Sharp, 70
|
|
Of Counsel to Heckscher, Teillon, Terrill & Sager
(Attorneys)
|
|
|
1984
|
|
Raymond G. Viault, 66
|
|
Retired; former Vice Chairman, General Mills, Inc.
|
|
|
2002
|
|
|
|
Mr. Hurst has been a Managing Director of Crestview
Partners LLC, a private equity firm, since 2005. Mr. Hurst
was Vice Chairman of The Goldman Sachs Group, Inc., an
international investment banking and securities firm, and head
or co-head of Investment Banking from 1990 to 1999.
Mr. Hurst previously served as a director of Paris Re
Holdings Limited, Constellation Energy and The Goldman Sachs
Group, Inc. Mr. Hurst is a member of the Executive, Finance
and Nominating and Governance Committees of the Board of
Directors. Mr. Hurst is qualified to serve on the Board of
Directors primarily as a result of his extensive experience as a
leader of a major international financial services firm and
service on the boards of directors of other public companies.
Mr. McCollough served as Chairman of the Board of Circuit
City Stores, Inc., a specialty retailer of consumer electronics
and related services, from 2002 until June 2006. He was also
Chief Executive Officer of the company from June 2000 until his
retirement from that position at the end of February 2006, and
President of the company from 1997 until 2005. From 1997 to June
2000, he was President and Chief Operating Officer of Circuit
City and in 2000 he was elected to the companys board of
directors. Mr. McCollough also serves as a director of
LA-Z-Boy
Incorporated and Goodyear Tire & Rubber Company.
Mr. McCollough is a member of the Compensation and
Nominating and Governance Committees of the Board of Directors.
Mr. McCollough is qualified to serve on the Board of
Directors primarily as a result of his extensive experience
leading a large publicly traded consumer products company,
overseeing the chief financial officer of a public company and
serving on the boards of directors of other public companies.
Mr. Sharp has been Of Counsel to Heckscher, Teillon,
Terrill & Sager, a law firm located in West
Conshohocken, Pennsylvania, since 1999. He was previously a
partner with the law firm of Clark, Ladner,
Fortenbaugh & Young and Of Counsel to Pepper Hamilton
LLP, a national law firm headquartered in Philadelphia.
Mr. Sharp is a member of the Executive and Compensation
Committees of the Board of Directors. Mr. Sharp is
qualified to serve on the Board of Directors primarily as a
result of his extensive experience as a corporate lawyer for
global corporations with expertise in, among other areas,
mergers and acquisitions.
7
Mr. Viault was Vice Chairman of General Mills, Inc. with
responsibility for General Mills Meals, Baking Products,
Pillsbury USA and Bakeries and Foodservice businesses until his
retirement in 2005. Mr. Viault joined General Mills as Vice
Chairman in 1996 and also served as chief financial officer of
the company for two years. Mr. Viault also serves as a
director of Newell Rubbermaid Inc., a consumer products company.
He previously served as a director of Safeway Inc. and Cadbury
plc. He is a member of the Compensation and Finance Committees
of the Board of Directors. Mr. Viault is qualified to serve
on the Board of Directors primarily as a result of his extensive
experience leading a large international multi-brand publicly
traded consumer products company and serving on the boards of
directors of other public companies.
CORPORATE
GOVERNANCE AT VF
As provided by the Pennsylvania Business Corporation Law and
VFs By-Laws, VFs business is managed under the
direction of its Board of Directors. Members of the Board are
kept informed of VFs business through discussions with the
Chairman, President and Chief Executive Officer and other
officers, by reviewing VFs annual business plan and other
materials provided to them and by participating in meetings of
the Board and its committees. In addition, to promote open
discussion among the independent directors, those directors meet
in regularly scheduled executive sessions without management
present. During 2010, the independent directors met in executive
session without management present six times. The chairmen of
the Nominating and Governance, Compensation, Audit and Finance
Committees of the Board preside at meetings or executive
sessions of non-management directors on a rotating basis. In
April 2010 Robert J. Hurst, Chairman of the Finance Committee,
was selected by the Board to serve as presiding director until
VFs 2011 Annual Meeting of Shareholders.
Corporate
Governance
VFs Board of Directors has a long-standing commitment to
sound and effective corporate governance practices. A foundation
of VFs corporate governance is the Boards policy
that a substantial majority of the members of the Board should
be independent. This policy is included in the Boards
written Corporate Governance Principles, which address a number
of other important governance issues such as:
|
|
|
|
|
qualifications for Board membership;
|
|
|
|
mandatory retirement for Board members at the annual meeting of
shareholders following attainment of age 72;
|
|
|
|
a requirement that directors offer to submit their resignation
for consideration upon a substantial change in principal
occupation or business affiliation;
|
|
|
|
Board leadership;
|
|
|
|
committee responsibilities;
|
|
|
|
Board consideration of majority shareholder votes;
|
|
|
|
authority of the Board to engage outside independent advisors as
it deems appropriate;
|
8
|
|
|
|
|
succession planning for the chief executive officer; and
|
|
|
|
annual Board self-evaluation.
|
In addition, the Board of Directors for many years has had in
place formal charters stating the powers and responsibilities of
each of its committees.
The Boards Corporate Governance Principles, the Audit,
Nominating and Governance, Compensation and Finance Committee
charters, code of business conduct and ethics applicable to the
principal executive officer, the principal financial officer,
and the principal accounting officer as well as other employees
and all directors of VF, and other corporate governance
information are available on VFs web site (www.vfc.com)
and will be provided free of charge to any person upon request
directed to the Secretary of VF at P.O. Box 21488,
Greensboro, North Carolina 27420. Anyone wishing to communicate
directly with one or more members of the Board of Directors or
with the non-management members of the Board of Directors as a
group (including the directors who preside at meetings or
executive sessions of non-management directors) may contact the
Chairman of the Nominating and Governance Committee,
c/o the
Secretary of VF at the address set forth in the preceding
sentence, or call the VF Ethics Helpline at 1-877-285-4152 or
send an email message to corpgov@vfc.com. The Secretary forwards
all such communications, other than solicitations and frivolous
communications, to the Chairman of the Nominating and Governance
Committee.
Related Party
Transactions
Since the beginning of VFs last fiscal year, no financial
transactions, arrangements or relationships, or any series of
them, were disclosed or proposed through VFs processes for
review, approval or ratification of transactions with related
persons in which (i) VF was or is to be a participant,
(ii) the amount involved exceeded $120,000, and
(iii) any related person had or will have a direct or
indirect material interest. A related person means any person
who was a director, nominee for director, executive officer or
5% owner of the Common Stock of VF, or an immediate family
member of any such person. PNC Bank, N.A., which is one of three
co-trustees under the Deeds of Trust dated August 21, 1951
and under the Will of John E. Barbey (see Security
Ownership of Certain Beneficial Owners and Management on
page 49, reporting beneficial ownership of approximately
19.9% of VFs outstanding Common Stock by the Trustees), is
one of several lenders party to VFs $1 billion
revolving credit facility. The credit facility was entered in
the ordinary course of business, was made on substantially the
same terms, including interest rates and collateral, as those
prevailing at the time for comparable loans with persons not
related to the lender, and did not involve more than the normal
risk of collectibility or present other unfavorable features.
The VF Code of Business Conduct prohibits any associate,
including officers and directors, of VF from owning any interest
in (excluding publicly traded securities) or having any personal
contract or agreement of any nature with suppliers, contractors,
customers or others doing business with VF that might tend to
influence a decision with respect to the business of VF. Each of
the Chief Executive Officer and senior financial officers must
disclose to the General Counsel any material transaction or
relationship that reasonably could be expected to give rise to
such a conflict of interest, and the General Counsel must notify
the Nominating and Governance Committee of any such disclosure.
Conflicts of interest involving
9
the General Counsel must be disclosed to the Chief Executive
Officer, and the Chief Executive Officer must notify the
Nominating and Governance Committee of any such disclosure.
In addition, all directors and persons subject to reporting
under Section 16 of the Rules and Regulations under the
Securities Exchange Act of 1934 are required to disclose any
transaction between them, entities they own an interest in, or
their immediate family members, and VF (other than transactions
available to all employees generally or transactions of less
than $100,000 in value) to the General Counsel. The General
Counsel presents any items disclosed by any director to the full
Board of Directors, and any item disclosed by an officer to the
Nominating and Governance Committee.
Board of
Directors
In accordance with VFs By-Laws, the Board of Directors has
set the number of directors at 12. Eleven of VFs directors
are non-employee directors. The Board considered transactions
and relationships between each director and members of his or
her immediate family and VF and determined that 11 of VFs
12 directors are free of any material relationship with VF,
other than their service as directors, and are
independent directors both under the New York Stock
Exchange Listing Standards and the categorical standards adopted
by the Board that are part of the Corporate Governance
Principles and are attached hereto as Appendix A.
The Board determined that Ms. Chugg and Ms. Fairbairn
and Messrs. Bergh, Carucci, de Bedout, Fellows, Hurst,
McCollough, Otis, Sharp and Viault are independent directors,
and that Mr. Wiseman is not an independent director.
During 2010, VFs Board of Directors held six meetings.
Under VFs Corporate Governance Principles, directors are
expected to attend all meetings of the Board, all meetings of
committees of which they are members and the annual meetings of
shareholders. Every current member of the Board attended at
least 75% of the total number of meetings of the Board and all
committees on which he or she served, and every member of the
Board, other than Ms. Chugg, attended the Annual Meeting of
Shareholders in April 2010.
Board Committees
and Their Responsibilities
The Board has Executive, Audit, Finance, Nominating and
Governance, and Compensation Committees. The Board has
determined that each of the members of the Audit, Nominating and
Governance and Compensation Committees is independent. Each of
these committees is governed by a written charter approved by
the Board of Directors. Each is required to perform an annual
self-evaluation, and each committee may engage outside
independent advisors as the committee deems appropriate. A brief
description of the responsibilities of the Audit, Finance,
Nominating and Governance and Compensation Committees follows.
Audit Committee: The Audit Committee monitors
and makes recommendations to the Board concerning the financial
policies and procedures to be observed in the conduct of
VFs affairs. Its duties include:
|
|
|
|
|
selecting the independent registered public accounting firm for
VF;
|
10
|
|
|
|
|
reviewing the scope of the audit to be conducted by the
independent registered public accounting firm;
|
|
|
|
meeting with the independent registered public accounting firm
concerning the results of their audit and VFs selection
and disclosure of critical accounting policies;
|
|
|
|
reviewing with management and the independent registered public
accounting firm VFs annual and quarterly statements prior
to filing with the Securities and Exchange Commission;
|
|
|
|
overseeing the scope and adequacy of VFs system of
internal accounting controls;
|
|
|
|
reviewing the status of compliance with laws, regulations, and
internal procedures, contingent liabilities and risks that may
be material to VF;
|
|
|
|
preparing a report to shareholders annually for inclusion in the
proxy statement; and
|
|
|
|
serving as the principal liaison between the Board of Directors
and VFs independent registered public accounting firm.
|
As of the date of this proxy statement, the members of the
Committee are Messrs. Fellows (Chairman), Carucci, de
Bedout and Otis and Ms. Chugg. The Committee held ten
meetings during 2010. The Board of Directors has determined that
all of the members of the Committee are independent as
independence for audit committee members is defined in the New
York Stock Exchange Listing Standards and the Securities and
Exchange Commission regulations and that all are financially
literate. The Board of Directors has further determined that
Messrs. Carucci, Fellows and Otis qualify as audit
committee financial experts in accordance with the
definition of audit committee financial expert set
forth in the Securities and Exchange Commission regulations and
have accounting and related financial management expertise
within the meaning of the Listing Standards of the New York
Stock Exchange. Messrs. Carucci, Fellows and Otis acquired
those attributes through acting as or actively overseeing a
principal financial officer or principal accounting officer of a
public company. Each of them has experience overseeing or
assessing the performance of companies with respect to the
evaluation of financial statements.
Finance Committee: The Finance Committee
monitors and makes recommendations to the Board concerning the
financial policies and procedures of VF. The responsibilities of
the Committee include reviewing and recommending to the Board
actions concerning:
|
|
|
|
|
dividend policy;
|
|
|
|
changes in capital structure, including debt or equity issuances;
|
|
|
|
the financial aspects of proposed acquisitions or
divestitures; and
|
|
|
|
VFs annual capital expenditure budgets and certain capital
projects.
|
As of the date of this proxy statement, the members of the
Committee are Messrs. Hurst (Chairman), Bergh, Carucci, de
Bedout and Viault. Mr. Wiseman serves as an ex officio
member of the Committee. The Committee held five meetings
during 2010.
11
Nominating and Governance Committee: The
responsibilities of the Nominating and Governance Committee
include:
|
|
|
|
|
screening potential candidates for director and recommending
candidates to the Board of Directors;
|
|
|
|
recommending to the Board a succession plan for the Chairman and
Chief Executive Officer; and
|
|
|
|
reviewing and recommending to the Board governance policies and
principles for VF.
|
The Committee generally identifies nominees for director by
engaging a third party search firm whose function is to assist
in the identification of potential nominees. The search firm is
paid a fee for its services. Candidates are selected for their
character, judgment, business experience and acumen. Board
members are selected to represent all shareholders and not any
particular constituency. In accordance with VFs Corporate
Governance Principles, the Committee considers diversity of
experience and background in selecting nominees. The Committee
considers this policy to have been effective to date in
identifying diverse candidates. The Committee will consider
suggestions received from shareholders regarding nominees for
election as directors, which should be submitted to the
Secretary of VF. If the Committee does not recommend a nominee
proposed by a shareholder for election as a director, then the
shareholder seeking to propose the nominee would have to follow
the formal nomination procedures set forth in VFs By-Laws.
VFs By-Laws provide that a shareholder may nominate a
person for election as a director if written notice of the
shareholders intent to nominate a person for election as a
director is received by the Secretary of VF (1) in the case
of an annual meeting, not less than 120 days before the
anniversary of the date VF mailed its proxy materials for the
prior years annual meeting, or (2) in the case of a
special meeting at which directors are to be elected, not later
than seven days following the day on which notice of the meeting
was first mailed to shareholders. The notice must contain
specified information about the shareholder and the nominee,
including such information as would be required to be included
in a proxy statement pursuant to the rules and regulations
established by the Securities and Exchange Commission under the
Securities Exchange Act of 1934. The Committees policy
with regard to consideration of any potential director is the
same for candidates recommended by shareholders and candidates
identified by other means. As of the date of this proxy
statement, the members of the Committee are Mr. Otis
(Chairman) and Messrs. Fellows, Hurst and McCollough and
Ms. Chugg and Ms. Fairbairn. The Committee held five
meetings during 2010.
Compensation Committee: The Compensation
Committee has the authority to discharge the Boards
responsibilities relating to compensation of VFs
executives and to review and make recommendations to the Board
concerning compensation and benefits for key employees. The
responsibilities of the Compensation Committee include:
|
|
|
|
|
reviewing and approving VFs goals and objectives relevant
to the compensation of the Chairman and Chief Executive Officer,
evaluating him in light of these goals and objectives, and
setting his compensation level based on this evaluation;
|
|
|
|
annually reviewing the performance evaluations of the other
executive officers of VF;
|
12
|
|
|
|
|
annually recommending to the Board the salary of each named
executive officer of VF and reviewing managements
recommendations regarding the salaries of other senior officers;
|
|
|
|
making recommendations to the Board with respect to incentive
compensation-based plans and equity-based plans;
|
|
|
|
periodically reviewing all VFs compensation and benefit
plans insofar as they relate to key employees to confirm that
such plans remain equitable and competitive;
|
|
|
|
administering and interpreting VFs management incentive
compensation plans, in accordance with the terms of each plan;
|
|
|
|
preparing a report to shareholders annually for inclusion in the
proxy statement; and
|
|
|
|
periodically reviewing and recommending to the Board
compensation to be paid to non-employee directors.
|
The Committee has the authority to retain or obtain the advice
of any compensation consultant, legal counsel or other adviser.
The Committee may only select a compensation consultant, legal
counsel or other adviser after taking into consideration the
factors that affect the independence of such advisers as
identified from time to time by the Securities and Exchange
Commission. The Committee has retained Frederic W.
Cook & Co., Inc. (Frederic Cook) as its
independent compensation consultant to assist the Committee in
accomplishing its objectives. Frederic Cook has no relationship
with VF other than providing services to the Compensation
Committee.
The Chief Executive Officer makes his performance evaluation
comments and recommendations to the Committee regarding
compensation for executives reporting directly to him. VF
management purchases aggregate executive compensation data from
Towers Watson (Towers) from its database of over 760
U.S.-based
companies to assist the Chief Executive Officer in making those
recommendations to the Committee.
The Committee has the authority to form and delegate authority
to subcommittees as it deems appropriate. The role of the
Committee, the compensation consultant and management in
executive compensation is discussed in further detail in the
Compensation Discussion and Analysis beginning on page 18.
The members of the Committee are Ms. Fairbairn (Chairman)
and Messrs. Bergh, McCollough, Sharp and Viault. The
Committee held six meetings during 2010.
Compensation
Committee Interlocks and Insider Participation
None of the members of the Compensation Committee (i) has
ever been an officer or employee of VF, (ii) had any
relationship requiring disclosure by VF under the rules and
regulations established by the Securities and Exchange
Commission, or (iii) is an executive officer of another
entity at which one of VFs executive officers serves on
the board of directors.
13
Board
Leadership Structure and Board Oversight of Risk
Eric C. Wiseman serves as both Chief Executive Officer and
Chairman of the Board of VF. The members of the Board possess
considerable experience and unique knowledge of the challenges
and opportunities VF faces and the Board believes that the most
effective leadership structure for VF is for Mr. Wiseman to
serve as both Chairman and Chief Executive Officer. Further, the
Board believes VF has a strong governance structure in place
with sufficient processes to provide for independent discussion
among directors and for independent evaluation of, and
communication with, many members of senior management. These
processes include the presiding director structure under which
the chairmen of the Nominating and Governance, Compensation,
Audit and Finance Committees of the Board preside at meetings or
executive sessions of non-management directors on a rotating
basis. The Board has concluded that VF and its shareholders are
best served by not having a formal policy on whether the same
individual should serve as both Chief Executive Officer and
Chairman of the Board. The Board retains the flexibility to
determine the appropriate leadership structure based on the
circumstances at the time of the determination.
Consistent with the requirements of the New York Stock Exchange
and the Audit Committee charter, the Audit Committee discusses
guidelines and policies to govern the process by which risk
assessment and management is undertaken at VF and oversees the
steps management takes to monitor and control VFs material
financial risk exposure. Specifically, the Audit Committee
reviews the status of compliance with laws, regulations and
internal procedures, contingent liabilities and risks that may
be material to VF, and the scope and status of systems designed
to assure VFs compliance with laws, regulations and
internal procedures through receiving reports from management,
legal counsel and other third parties, as well as major
legislative and regulatory developments which could materially
impact VFs contingent liabilities and risks. The Audit
Committee reports on such matters to the full Board. In
addition, the full Board of Directors oversees risks associated
with VFs strategic options.
14
Summary of
Committee Membership and Meetings Held
|
|
|
|
|
|
|
|
|
|
|
|
|
Committee Membership of Independent Directors and Number of
Meetings Held in 2010
|
|
|
|
|
|
|
|
|
|
Nominating and
|
|
|
|
|
|
|
Audit
|
|
|
Compensation
|
|
|
Governance
|
|
|
|
Director
|
|
|
Committee
|
|
|
Committee
|
|
|
Committee
|
|
|
Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles V. Bergh
|
|
|
|
|
|
Member
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard T. Carucci
|
|
|
Member
|
|
|
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Juliana L. Chugg
|
|
|
Member
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Juan Ernesto de Bedout
|
|
|
Member
|
|
|
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ursula O. Fairbairn
|
|
|
|
|
|
Chairman
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George Fellows
|
|
|
Chairman
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert J. Hurst
|
|
|
|
|
|
|
|
|
Member
|
|
|
Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Alan McCollough
|
|
|
|
|
|
Member
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clarence Otis, Jr.
|
|
|
Member
|
|
|
|
|
|
Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. Rust Sharp
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond G. Viault
|
|
|
|
|
|
Member
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Meetings
|
|
|
10
|
|
|
6
|
|
|
5
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors
Compensation
The components of directors compensation are cash
retainer, committee fees and equity-based grants. The Board sets
directors compensation based on analysis of information
provided by the independent compensation consultant to the
Committee annually regarding director compensation of publicly
traded companies of a size comparable to VF as to the amount and
allocation among cash retainer, committee fees and equity-based
grants. The following describes our standard director
compensation effective January 1, 2011 (unchanged from
2010). Each director, other than Mr. Wiseman, receives an
annual retainer of $50,000 payable in quarterly installments,
plus a fee of $1,500 for each Board meeting attended. Each
director who serves on a committee is paid $1,500 for each
meeting attended. Each director serving as chairman of a
committee also receives an additional retainer of $15,000 per
year. Each director is paid $1,000 per day for special
assignments in connection with Board or committee activity as
designated by the Chairman of the Board. Each director, other
than Mr. Wiseman, receives an annual grant of equity awards
under VFs 1996 Stock Compensation Plan, as described in
the next paragraph. Travel and lodging expenses are reimbursed.
Mr. Wiseman, the only director who is also an employee of
VF, does not receive any compensation in addition to his regular
compensation for service on the Board and attendance at meetings
of the Board or any of its committees. Each director may elect
to defer all or part of his or her retainer and fees into
equivalent units of VF Common Stock under the VF Deferred
Savings Plan for Non-Employee Directors. All Common Stock
equivalent units receive dividend equivalents. Deferred sums,
including Common Stock equivalent units, are
15
payable in cash to the participant upon termination of service
or such later date specified in advance by the participant. Six
directors elected to defer compensation in 2010. VF does not
provide pension, medical or life insurance benefits to its
non-employee directors. Directors traveling on VF business are
covered by VFs business travel accident insurance policy
which generally covers all VF employees and directors.
In order to link compensation of directors to VFs stock
performance, each director is eligible to receive grants of
non-qualified stock options to purchase shares of Common Stock
and restricted awards (restricted stock or restricted stock
units (RSUs)) under VFs 1996 Stock
Compensation Plan. In 2010, each non-employee director received
options to purchase 3,138 shares of VF Common Stock, which
had a grant date fair value of $59,026 and 775 RSUs which had a
grant date fair value of $55,730, each computed in accordance
with the Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation
Stock Compensation (FASB ASC Topic 718)). The
options have an exercise price equal to the fair market value of
a share of VF Common Stock at the date of grant, have a stated
term of ten years and become exercisable one year after the date
of grant. Options are exercisable only so long as the optionee
remains a director of VF except that, subject to earlier
expiration of the option term, options are not forfeited and are
exercisable for 36 months after the directors
separation from the Board. The RSUs are fully vested and will be
settled in shares of VF Common Stock one year from the date of
grant. It is VFs policy to strongly encourage stock
ownership by VF directors to closely align the interests of
directors and shareholders. Accordingly, directors are expected
to accumulate, over a specific period of time, and then retain,
shares having a fair market value equal to three times their
annual retainer.
Directors are encouraged to attend formal training programs in
areas relevant to the discharge of their duties as directors. VF
reimburses expenses incurred by directors attending such
programs.
Each director is eligible to participate in VFs matching
gift program for institutions of higher learning and National
Public Television and Radio up to an aggregate of $10,000 per
year. This program is available to all VF employees and
directors.
16
2010 Independent
Director Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
Option
|
|
|
RSU
|
|
|
All Other
|
|
|
|
|
|
|
Earned or Paid in
|
|
|
Awards2
|
|
|
Awards
|
|
|
Compensation4
|
|
|
Total
|
Director
|
|
|
Cash1
($)
|
|
|
($)
|
|
|
($)3
|
|
|
($)
|
|
|
($)
|
Charles V. Bergh
|
|
|
|
$75,500
|
|
|
|
|
$59,026
|
|
|
|
|
$55,730
|
|
|
|
|
$-0-
|
|
|
|
|
$190,256
|
|
Richard T. Carucci
|
|
|
|
81,500
|
|
|
|
|
59,026
|
|
|
|
|
55,730
|
|
|
|
|
-0-
|
|
|
|
|
196,256
|
|
Juliana L. Chugg
|
|
|
|
81,500
|
|
|
|
|
59,026
|
|
|
|
|
55,730
|
|
|
|
|
-0-
|
|
|
|
|
196,256
|
|
Juan Ernesto de Bedout
|
|
|
|
81,500
|
|
|
|
|
59,026
|
|
|
|
|
55,730
|
|
|
|
|
10,000
|
|
|
|
|
206,256
|
|
Ursula O. Fairbairn
|
|
|
|
90,500
|
|
|
|
|
59,026
|
|
|
|
|
55,730
|
|
|
|
|
-0-
|
|
|
|
|
205,256
|
|
Barbara S. Feigin*
|
|
|
|
46,000
|
|
|
|
|
59,026
|
|
|
|
|
55,730
|
|
|
|
|
6,700
|
|
|
|
|
167,456
|
|
George Fellows
|
|
|
|
96,500
|
|
|
|
|
59,026
|
|
|
|
|
55,730
|
|
|
|
|
-0-
|
|
|
|
|
211,256
|
|
Robert J. Hurst
|
|
|
|
89,000
|
|
|
|
|
59,026
|
|
|
|
|
55,730
|
|
|
|
|
10,000
|
|
|
|
|
213,756
|
|
W. Alan McCollough
|
|
|
|
74,000
|
|
|
|
|
59,026
|
|
|
|
|
55,730
|
|
|
|
|
10,000
|
|
|
|
|
198,756
|
|
Clarence Otis, Jr.
|
|
|
|
87,500
|
|
|
|
|
59,026
|
|
|
|
|
55,730
|
|
|
|
|
-0-
|
|
|
|
|
202,256
|
|
M. Rust Sharp
|
|
|
|
68,000
|
|
|
|
|
59,026
|
|
|
|
|
55,730
|
|
|
|
|
-0-
|
|
|
|
|
182,756
|
|
Raymond G. Viault
|
|
|
|
75,500
|
|
|
|
|
59,026
|
|
|
|
|
55,730
|
|
|
|
|
-0-
|
|
|
|
|
190,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
In accordance with VFs tenure
policy, Ms. Feigin did not stand for reelection at the 2010
Annual Meeting of Shareholders and, accordingly, her
compensation is for a portion of the year.
|
|
1 |
|
Messrs. Bergh, de Bedout,
Hurst, Otis and Viault elected to defer all of their cash
compensation in 2010 and Mr. Carucci elected to defer
one-half of his cash compensation in 2010.
|
|
2 |
|
Each Director was awarded options
to purchase 3,138 shares of VF Common Stock on
February 16, 2010. The date of the award in 2010 was the
same date as the annual awards of options to executives. The
value in this column is the grant date fair value computed in
accordance with FASB ASC Topic 718 . The assumptions used and
the resulting weighted average value of stock options granted
during 2010 is summarized in Note O to VFs
consolidated financial statements included in its Annual Report
on
Form 10-K
for the fiscal year ended January 1, 2011. The following
options to purchase shares of VF Common Stock were outstanding
at the end of 2010 for each current non-employee Director:
Charles V. Bergh, 9,523; Richard T. Carucci, 3,138; Juliana L.
Chugg, 9,523; Juan Ernesto; de Bedout, 51,436; Ursula O.
Fairbairn, 46,636; George Fellows, 37,036; Robert J. Hurst,
51,436; W. Alan McCollough, 51,436; Clarence Otis, Jr., 37,036;
M. Rust Sharp, 46,636; and Raymond G. Viault, 41,836.
|
|
3 |
|
Each Director was awarded 775 RSUs
on February 8, 2010. The value in this column is the grant
date fair value computed in accordance with FASB ASC Topic 718.
These RSUs remained outstanding on January 1, 2011.
|
|
4 |
|
The amounts in this column reflect
matching contributions under VFs charitable matching gift
program. Such contributions were not paid to the directors but
were donations to designated institutions or organizations
matching the directors personal contributions.
|
17
EXECUTIVE
COMPENSATION
COMPENSATION
DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis provides an overview
of VFs compensation program, compensation philosophy and
objectives, the components of executive compensation, and
executive stock ownership.
Executive
Summary
VFs Executive Compensation Program (the
Program) has consistently met its objectives, as
described below, in recent years, enabling VF to attract and
retain capable executives, provide incentives for achieving and
exceeding VFs financial goals and aligning the financial
objectives of VFs executives with those of shareholders.
VFs outstanding performance in 2010 included the following
which, in each case, far exceeded our financial goals:
|
|
|
|
|
Revenues increased 7% to $7,702.6 million from
$7,220.3 million in 2009;
|
|
|
|
Earnings per share increased 25% over 2009 earnings per
share; and
|
|
|
|
Cash flow from operations reached an all-time high of
$1 billion in 2010.
|
As a result of this strong performance in 2010, the named
executive officers received higher non-equity incentive plan
compensation payouts for 2010 than in recent years. This
resulted in higher total compensation for the executives in
keeping with our philosophy of paying our executives for
outstanding performance.
Overview of
Compensation Program
The goals of the Program are:
|
|
|
|
|
To provide incentives for achieving and exceeding VFs
short-term and long-term financial goals;
|
|
|
|
To align the financial objectives of VFs executives with
those of its shareholders, both in the short and the long
term; and
|
|
|
|
To attract and retain highly competent executives.
|
The
Compensation Committee
VFs Compensation Committee, composed entirely of
independent directors, administers the Program. The
Committees responsibilities are defined by its charter.
The Committee is responsible for reviewing and approving
VFs goals and objectives relevant to the Chairman and
Chief Executive Officers compensation, setting his
compensation levels and formulating his compensation package, as
well as reviewing and approving the compensation packages for
the other named executive officers of VF. The Committee also
annually reviews the performance of the Chairman and Chief
Executive Officer and reviews the evaluations of the other named
executive officers. The Committee administers and interprets
VFs executive incentive compensation plans in accordance
with the terms of each plan. The Compensation Committee is
responsible for reviewing all components of the Program annually
to confirm that
18
they are necessary and appropriate for VF and in the competitive
marketplace for executive talent.
Compensation
Consultant
The Committee retained Frederic W. Cook & Co., Inc.
(Frederic Cook) as its independent compensation
consultant to assist the Committee in accomplishing its
objectives for 2010. Frederic Cook is independent of VF, having
no relationship with VF other than providing advisory services
to the Committee. The Committee has sole authority to retain or
terminate the service of its compensation consultant and to
establish the fees to be paid to the consultant. At the
Committees request, a representative of Frederic Cook
attended all meetings and executive sessions of the Committee in
2010. The Committee instructs Frederic Cook annually to
independently prepare an analysis of compensation data regarding
the Chairman and Chief Executive Officer and report to the
Committee on the compensation data provided by management
regarding the other named executive officers.
Managements
Role in the Compensation Setting Process
As requested by the Committee, management is responsible for
providing Frederic Cook with information to facilitate its role
in advising the Committee and preparing information for each
Committee meeting. The Vice President Human
Resources and the Chairman and Chief Executive Officer generally
attend Committee meetings, except the executive sessions that
are held as part of each meeting. These executives also work
with the Committee Chairman to prepare the agenda for each
meeting, provide information on VFs strategic objectives
to the Committee and make recommendations to the Committee
regarding business performance targets and objectives for all
senior executives including the Chairman and Chief Executive
Officer.
Based on managements knowledge of the publicly traded
industry-related companies with which VF is most likely to
compete for top executives, management also recommends for the
Committees consideration the industry group of
apparel/retail companies whose compensation data is used by the
Compensation Committee in its process of establishing
compensation targets. In addition, the Chairman and Chief
Executive Officer makes recommendations to the Committee
regarding compensation for executives reporting directly to him.
Compensation
Philosophy and Objectives
The Program incorporates four compensation objectives. The
Program aims to:
1. Motivate executive performance to accomplish VFs
short-term and long-term business objectives;
2. Provide annual incentives to executives based on
corporate, business group and individual performance;
3. Provide executives with equity-based compensation, thus
aligning the interests of shareholders and executives; and
4. Offer total compensation that is competitive with other
large
U.S.-based
companies with which VF may compete for executive talent.
19
VF balances each of the Programs objectives by
establishing target total direct compensation levels. Total
direct compensation is made up of the following elements:
|
|
|
|
|
Base salary,
|
|
|
|
Annual cash incentive awards, and
|
|
|
|
Long-term equity incentive awards consisting of
|
|
|
|
|
|
performance-contingent restricted stock units
(RSUs), and
|
|
|
|
stock options.
|
For the purpose of valuing total direct compensation, the
performance-based elements are valued at their grant date at
target levels. Annual incentive awards and RSUs also provide for
above- and below-target payout levels and in this way directly
motivate executives to achieve VFs business goals, reward
them for achieving and exceeding these goals and reduce
compensation below target levels if goals are not achieved.
In establishing the elements of executive compensation, the
Committee, in consultation with Frederic Cook, also assesses
whether they promote unnecessary risk-taking. In performing this
assessment in 2010, the Committee reviewed with Frederic Cook
such compensation design elements as pay mix, performance
metrics, performance goals and payout curves, payment timing and
adjustments, equity incentives, stock ownership requirements and
VFs trading policies. After performing this analysis the
Committee concluded that the compensation program does not
promote excessive or unnecessary risk taking.
Competitive
Compensation Targets
In 2010, Frederic Cook and management each independently
utilized data from the Towers executive compensation database,
which includes executive compensation data for over
760 U.S.-based companies (the Comparison Data),
to assist in establishing compensation targets for 2010. The
Comparison Data was provided by Towers on an aggregated basis.
The Towers data reported actual salary levels and target levels
of performance-based compensation and were adjusted to January
2010 using a 3.0 percent annual update factor. Due to
significant variance in size among the companies in the
Comparison Data, Towers used regression analysis to size-adjust
the compensation data to VFs approximate annual revenue
range. Neither the Committee nor management receives or uses
information on any subset of the Towers database and the
Committee and management are not aware of the identities of the
individual companies in the database. Frederic Cook utilized
that data to recommend compensation targets for the Chief
Executive Officer, and the Chief Executive Officer utilized the
data to recommend compensation targets for the other named
executive officers. In addition, the Committee evaluated
compensation data regarding an industry group of publicly traded
apparel/retail companies (collectively, the Industry
Group) to assure the Committee that the compensation
targets were reasonable as compared to other apparel/retail
20
companies representative of those most likely to compete with VF
for executive talent. The companies that comprised VFs
Industry Group in 2010 were as follows:
|
|
|
Columbia Sportswear Company
|
|
Phillips-Van Heusen Corporation
|
Guess, Inc.
|
|
Polo Ralph Lauren Corporation
|
Jones Apparel Group, Inc.
|
|
Quicksilver, Inc.
|
Liz Claiborne, Inc.
|
|
The Timberland Company
|
NIKE, Inc.
|
|
Under Armour, Inc.
|
The Committee considers the aggregate Comparison Data to be both
broader and more specific than available data for the narrower
Industry Group.
The Compensation Committee sets total direct compensation (base
salary, target annual cash incentive awards and target long-term
equity incentive award values) for senior executives generally
between the 50th and 75th percentile of the Comparison
Data. The Committee considers the scope of the executives
duties, the executives experience in his or her role and
individual performance relative to his or her peers to establish
the appropriate point within that range of percentiles, or
outside the range under rare circumstances that justify a
deviation. For 2010, the target compensation was not above this
range for any named executive officer for whom the Committee
established a target except for Mr. Salzburger, a
European-based executive, who was slightly above the range
primarily due to the long-term decline in the value of the
dollar relative to the euro and its impact on the conversion of
dollars to euros. Generally, the Committee believes that it
should set total direct compensation targets for VFs
senior executives within this range to appropriately motivate
and reward strong performance and retain top talent at a
reasonable cost to VF as indicated by the available data. The
Committee targets total direct compensation for each VF
executive officer to be competitive with compensation paid to
executives in comparable positions according to the Comparison
Data based on targeted performance goals established by the
Committee. Benefits are set at levels intended to be competitive
but are not included in the Committees evaluation of total
direct compensation. The Committee may also provide retention
awards, as it did in 2010 for Mr. Shearer as described
below, but these are not considered in total direct compensation
for purposes of setting the targets.
The components of the target total direct compensation
opportunity for each executive set by the Committee annually are
short-term cash compensation (annual base salary and target
non-equity incentives) and long-term equity compensation (stock
options and RSUs). The Committee generally allocates between
total cash compensation and equity compensation to be
competitive with the Comparison Data and the Industry Group. The
Committee also considers historical compensation levels,
relative compensation levels among VFs senior executives,
and VFs corporate performance as compared to performance
of companies in VFs Industry Group.
Balance of
Base Salary and At-Risk Components
VFs philosophy is that a significant portion of each
executives total direct compensation should be at-risk,
meaning subject to fluctuation based on VFs financial
performance. The at-risk components of total compensation
targets are annual cash incentives and long-term equity
compensation. The at-risk portion of total compensation is
progressively greater for
21
higher level positions. The at-risk portions of 2010 targeted
total compensation for the executives named in this proxy
statement were as follows:
|
|
|
|
|
|
|
|
|
At-risk Portion of Targeted
|
Executive
|
|
|
Total Direct Compensation
|
Mr. Wiseman
|
|
|
|
85
|
%
|
|
|
|
|
|
|
Mr. Shearer
|
|
|
|
72
|
%
|
|
|
|
|
|
|
Mr. Salzburger
|
|
|
|
68
|
%
|
|
|
|
|
|
|
Ms. Cummings
|
|
|
|
71
|
%
|
|
|
|
|
|
|
Mr. Gannaway
|
|
|
|
63
|
%
|
|
|
|
|
|
|
VF intends to continue this strategy of compensating its
executives through programs that emphasize performance-based
incentive compensation by linking executive compensation to
VFs performance. Furthermore, the compensation will be
structured to appropriately balance between the long-term and
short-term performance of VF, and between VFs financial
performance and shareholder return.
Total
Compensation Review
The Compensation Committee has established a practice of
annually reviewing all components of VFs top
executives compensation and the Committee performed this
review in 2010. The Committee reviewed the dollar amounts
affixed to all components of the executives 2010
compensation, including current cash compensation (base salary
and non-equity incentive plan payments), assumed value of
long-term incentive compensation (RSUs and stock options valued
at the time of the award in a manner consistent with FASB ASC
Topic 718), the dollar value to the executive and the cost to VF
of all perquisites and other personal benefits, payout
obligations under VFs Pension Plan and VFs
Supplemental Executive Retirement Plan, aggregate balances under
VFs deferred compensation plans, and projected payout
obligations under several
termination-of-employment
scenarios, including termination with and without cause and
termination after a change in control of VF. The purpose of the
annual review is to enable the Committee to understand the
amounts of all elements of the executives compensation.
Components of
Total Direct Compensation
Base
Salary
Base salary of the named executive officers is designed to
compensate executives for their level of responsibility, skills,
experience and sustained individual contribution. Base salary is
intended to be competitive as compared to salary levels for
equivalent executive positions at companies in the Comparison
Data and the Industry Group. The Committee believes that a
competitive base salary provides the foundation for the total
compensation package required to attract, retain and motivate
executives in alignment with VFs business strategies.
Target salary ranges and individual salaries for the named
executive officers are reviewed by the Committee annually, as
well as at the time of a promotion or other change in
22
responsibilities. In determining individual salaries, the
Committee considers the scope of job responsibilities,
individual contribution, current compensation, tenure, market
data, VFs salary budget and labor market conditions.
Each named executive officer is evaluated annually based on
several components: key job responsibilities, key
accomplishments and annual goals and objectives. The resulting
performance evaluations are presented to the Committee to be
utilized in assessing each component of total compensation for
each executive.
Annual base salary increases for each executive officer are
based on (i) an assessment of the individuals
performance, (ii) the market rate for the individuals
position, and (iii) VFs overall merit increase budget
for salaries of senior employees. The 2010 salaries of the
executive officers were approved by the Committee members and
all other independent members of the Board of Directors.
Annual base salary rates and percentage increases from 2009 to
2010 for the executive officers named in this proxy statement
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
2009 Base Salary
|
|
|
2010 Base Salary
|
|
|
Percentage Increase
|
Mr. Wiseman
|
|
|
$
|
1,000,000
|
|
|
|
$
|
1,025,000
|
|
|
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Shearer
|
|
|
|
636,000
|
|
|
|
|
650,000
|
|
|
|
|
2.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Salzburger
|
|
|
|
570,000
|
|
|
|
|
581,000
|
|
|
|
|
1.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Cummings
|
|
|
|
508,000
|
|
|
|
|
520,000
|
|
|
|
|
2.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Gannaway
|
|
|
|
442,000
|
|
|
|
|
450,000
|
|
|
|
|
1.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Cash
Incentives
VF has a cash incentive plan for the named executive officers,
the VF Executive Incentive Compensation Plan (EIC
Plan). The EIC Plan focuses executive attention on annual
VF performance as measured by pre-established goals. The
incentives are designed to motivate VFs executives by
providing payments for achieving and exceeding goals related to
VFs annual business plan.
Under the EIC Plan, performance goals are set each year by the
Committee. The Committee used the competitive external
Comparison Data to assist the Committee in establishing targeted
dollar amounts to award each named executive under the EIC Plan.
The Committee establishes each executives targeted annual
incentive opportunity under the EIC Plan after consideration of
compensation data and the recommendations of Frederic Cook and
the Chief Executive Officer. The Committee also makes a general
assessment as to the relative amounts of annual incentives for
the executives to make sure they are, in the Committees
judgment, fair and reasonable, but the Committee does not
perform any formal internal pay equity calculation for any
elements of executive compensation.
The Committee established for 2010 a pre-set goal
under the EIC Plan of diluted earnings per share from continuing
operations in the amount of $2.50, excluding the effects of
impairment charges, extraordinary and non-recurring items,
required changes in accounting
23
policies and any difference in foreign exchange rates from the
rates used in VFs 2010 financial plan, such that
(a) no award for 2010 could be paid to the designated
executive officers under the EIC Plan unless the pre-set goal
was achieved for fiscal 2010 and (b) up to 200% of the
target awards could be paid to the designated executive officers
provided that the pre-set goal was achieved. Deductibility to VF
for federal income tax purposes of the value of the awards up to
the 200% level was maintained in 2010 so long as the pre-set
goal of $2.50 in aggregate earnings per share from continuing
operations was achieved. The maximum potential individual award
is $3,000,000 plus the amount of the participants unused
annual limit as of the close of the prior year. In determining
the actual EIC Plan payouts, the Committee used its discretion
to set award payouts below the maximum potential award for each
of the named executives. The Committee established
stretch target performance goals as described below
to determine the actual payouts to the executives.
Depending upon the level of achievement of each of the target
performance goals, annual cash awards could range from 0% to
200% of the targeted incentive opportunity for each EIC Plan
participant. The Committee may exercise discretion regarding
awards under the EIC Plan generally or for any individual
participant, provided that the pre-set goal is achieved and the
maximum potential award is not exceeded.
While it is the policy of the Committee to provide opportunities
for annual incentive compensation for achievement of
pre-established performance goals based primarily on financial
measures, the Committee also retains discretion to pay bonuses
apart from the EIC Plan reflecting its subjective assessment of
the value of accomplishments of VFs executive officers
which, in the Committees view, cannot always be
anticipated in advance or reflected in such pre-established
goals.
Stretch Performance Goals. In 2010, stretch
target performance goals for the named executive officers were
set by the Committee utilizing criteria and weighting
recommended by management as well as advice from the
Committees independent compensation consultant. In setting
the stretch performance goals, the Committee considered the
worldwide economic recession and resultant decline in consumer
spending.
24
The target stretch performance goals set by the Committee in
February 2010, for all the named executives, other than
Mr. Salzburger, were based on the following objectives and
weighting:
|
|
|
|
|
|
|
|
|
Objective at Target
|
|
|
|
|
|
Weighting
|
Earnings per share 9.5% above 2009 earnings per share
|
|
|
|
60.0
|
%
|
|
|
|
|
|
|
|
|
|
Net revenue targets made up of:
|
|
|
Net revenues, excluding net revenues of
recent acquisitions, 1.1% above 2009 revenues
|
|
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues of recent acquisitions for
the portion that occurred during 2010 of the 12-month period
following the acquisition equal to approximately 2.1% of
VFs 2009 net revenues
|
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
Cash flow of $800 million
|
|
|
|
25.0
|
%
|
|
|
|
|
|
|
|
|
|
For Mr. Salzburger, who is responsible for a substantial
portion of VFs international businesses, the stretch
performance goals were based 20% on the performance objectives
for the other executives described above and 80% on the
following objectives and weighting:
|
|
|
|
|
|
|
|
|
Objective at Target
|
|
|
|
|
|
Weighting
|
International operating profit less cost of capital charge
12.6% above 2009 international operating profit less cost of
capital charge
|
|
|
|
60.0
|
%
|
|
|
|
|
|
|
|
|
|
Net revenue targets made up of:
|
|
|
International net revenues, excluding
net revenues of recent acquisitions, 3.1% above 2009
international revenues
|
|
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues of VFs recent
acquisitions for the portion that occurred during 2010 of the
12-month period following the acquisition equal to approximately
2.1% of VFs 2009 net revenues
|
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
International cash flow of $240 million
|
|
|
|
25.0
|
%
|
|
|
|
|
|
|
|
|
|
The objectives have different ranges of achievement. Each
objective excludes the effects of impairment charges,
extraordinary and nonrecurring items, required changes in
accounting policies and differences between actual foreign
exchange rates during 2010 and the foreign exchange rates
assumed in the VF 2010 financial plan at the time the Committee
set the targets and, therefore, the calculations may differ from
reported financial results. In February 2010, the Compensation
Committee set individual target award amounts for the named
25
executive officers for the fiscal year 2010. These target award
amounts are set forth on the Grants of Plan-Based Awards table
on page 35.
Based on VFs actual performance in 2010, in February 2011
the Committee determined that the pre-set goal had been
achieved. The Committee further determined that 190% of the
stretch target performance goals had been achieved, excluding
the effect of impairment charges and the difference between
actual foreign exchange rates during 2010 and the foreign
exchange rates assumed in the VF 2010 financial plan at the time
the Committee set the targets, for the named executives. The
payments made to the named executive officers under the EIC Plan
are set forth in the Non-Equity Incentive Plan Compensation
column of the Summary Compensation Table on page 33.
For the years 2008, 2009 and 2010, actual levels of achievement
of target performance goals under the EIC Plan were 12.5%, 104%
and 190%, respectively, of the targeted incentive opportunity.
Restricted
Stock Units
Under VFs Mid-Term Incentive Plan (MTIP),
executives are awarded RSUs that give them the opportunity to
earn shares of VF Common Stock for performance achieved over
three-year cycles. RSUs provide long-term incentive compensation
for executives with the objectives of providing a focus on
long-term value and increasing stock ownership. RSUs are
designed to align the interests of VFs executives with
those of shareholders by encouraging the executives to enhance
the value of VF. In addition, through three-year performance
periods, this component of the compensation Program is designed
to create an incentive for individual executives to remain with
VF. MTIP awards are forfeitable upon an executives
termination of employment, except (i) a pro rata portion of
the award will be deemed earned in the event of death or
disability, (ii) commencing with the
2010-2012
cycle, awards continue to accrue in full to the benefit of
individuals who retire, provided that the individual was
employed by VF for the first fiscal year of the cycle,
(iii) a pro rata portion of the award will be deemed earned
in the event of a termination of the executives employment
by VF without cause prior to a change in control, with pro
ration based on the part of the performance period in which the
executive remained employed plus any period during which
severance payments will be made, and (iv) the full award at
the higher of target performance or actual performance achieved
through the date of termination will be deemed earned in the
event of a termination by VF without cause or by the executive
for good reason after a change in control of VF. Dividend
equivalents are paid on the shares actually paid out under the
MTIP (no dividend equivalents are paid on any portion of the
MTIP award not earned). The Committee changed the retirement
provisions of the RSUs, commencing with the
2010-2012
cycle, so that executives would receive the value of their
awards, provided that they remained employed with VF for a
substantial portion of the applicable performance period prior
to their retirement.
The Committee generally determines the actual number of shares
to be paid out for the three-year performance cycle by
multiplying the target number of RSUs by the average level of
achievement of the stretch goals established annually by the
Committee under the EIC Plan during the three years of the
performance period, plus an additional number of shares equal to
the dollar value of the dividends that would have accrued
(without compounding) on the shares subject to the actual award.
Actual awards (excluding dividend equivalents) may
26
range from 0% to 200% of the targeted incentive. Deductibility
to VF for federal income tax purposes of the value of the awards
up to the 200% level is maintained so long as the pre-set goal
of positive aggregate earnings per share from continuing
operations is achieved for the three-year performance period.
This goal was achieved for the
2008-2010
performance cycle. The Committee retains discretion with respect
to the actual awards provided that the pre-set goal is met.
In February 2011, the Committee determined that the achievement
of the EIC Plan stretch goals for the third year of the
three-year MTIP performance cycle was 190%. Therefore, the
Committee determined that the level of achievement of the goal
for the three-year period 2008 through 2010 was 125%, determined
by averaging the deemed achievement of the goals under the EIC
Plan for 2008 (80%), 2009 (104%), and 2010 (190%).
The RSU payout made in February 2011 for the
2008-2010
performance period is set forth on the Option Exercises and
Stock Vested Table on page 39. The RSU target awards to the
executive officers made in February 2010 for the
2010-2012
performance period are set forth in the Grants of Plan-Based
Awards Table on page 35. The grant-date fair value of RSU
target awards for the three-year performance period beginning in
each of 2008, 2009 and 2010 is reflected in the Stock Awards
column of the Summary Compensation Table on page 33.
Stock
Options
Stock options awarded under the Stock Plan are intended to align
executives and shareholders interests and focus
executives on attainment of VFs long-term goals. Stock
options provide executives with the opportunity to acquire an
equity interest in VF and to share in the appreciation of the
value of the stock. They also provide a long-term incentive for
the executive to remain with VF and promote shareholder returns.
The Committee determines a value of options awarded to executive
officers as a component of the total targeted compensation.
Non-qualified stock options have a term of not greater than ten
years and become exercisable not less than one year after the
date of grant. Options are exercisable only so long as the
option holder remains an employee of VF or its subsidiaries,
except that, subject to earlier expiration of the option term,
and to the specific terms and definitions contained in the Stock
Plan, options generally remain exercisable for the period
severance payments are made (if any) in the case of involuntary
termination of employment, and for 36 months after death,
retirement or termination of employment due to disability,
provided that, for stock options granted during and after 2010,
it is a condition to such continued vesting after retirement
that the employee was employed by VF on December 31 of the year
of the date of grant. The Committee made this change to the
retirement provisions of the stock option grants so that
executives would receive the value of their awards, provided
that they remained employed with VF for a substantial portion of
time after the date of grant and prior to their retirement. In
addition, in accordance with the executives
change-in-control
agreements described on page 44, upon a change in control
of VF and termination of the executives employment,
vesting of the options is accelerated and all of the options
become exercisable by the executives.
27
Stock options are typically granted to the named executive
officers annually in February under the Stock Plan. Because the
Compensation Committee meets shortly before the release of
VFs earnings for the prior fiscal year and guidance for
the following year, the Committees practice with respect
to the award of stock options under the Stock Plan is to
establish the date of grant of the options as the third business
day after the earnings release so that the earnings information
can be absorbed by the financial markets. The Committee acted on
February 8, 2010, to establish the grant date for the
options on February 16, 2010. Under the Stock Plan, the
exercise price of stock options is the fair market value on the
date of grant. Fair market value is defined in the
Stock Plan as the average of the reported high and low sales
price of the Common Stock on the date of grant.
Stock option awards made to the named executive officers during
2010 are listed on the Grants of Plan-Based Awards Table on
page 35.
Retention
Awards
Retention awards of restricted stock or restricted stock units
are made by the Committee from time to time to attract or retain
key executives and are designed to reward long-term employment
with VF. Awards of restricted stock or restricted stock units
for retention purposes under the Stock Plan are not part of
regular annual compensation. The retention awards and the amount
of any particular retention award are determined in consultation
with the Committees compensation consultant for the Chief
Executive Officer and in consultation with the Chief Executive
Officer for the other named executive officers.
On April 26, 2010, Mr. Shearer was awarded
10,000 shares of restricted stock. The restricted stock
will vest in 2014 provided that Mr. Shearer remains in the
employment of VF until the vesting date, except that a pro rata
portion of the restricted stock units would vest if his
employment termination is due to death or disability.
Policy for the
Recovery of Awards or Payments in the Event of Financial
Restatement
The Board of Directors has adopted a policy for the recovery of
performance-based compensation from executives. The policy
provides that the Board may require an executive to forfeit a
performance-based award or repay performance-based compensation
if VF is required to prepare an accounting restatement, as a
result of misconduct, if such executive knowingly caused or
failed to prevent such misconduct. The award agreements for
stock options and RSUs under the Stock Plan include provisions
respecting such recovery, as does the EIC Plan.
Policy
Regarding Hedging in VF Common Stock
The Board of Directors has adopted a policy prohibiting
VFs directors, executive officers named in this proxy
statement and certain other executives from engaging in
transactions in derivative securities (including puts, calls,
collars, forward contracts, equity swaps, exchange funds and the
like) relating to VF securities, transactions
hedging the risk of ownership of VF securities and
short sales of VF securities. Under policies in place for many
years, VFs directors, executive officers named in this
proxy statement and certain other executives were
28
already prohibited from holding VF securities in margin accounts
or pledging VF securities as collateral for loans.
Retirement and
Other Benefits
The Committee believes that retirement and other benefits are
important components of competitive compensation packages
necessary to attract and retain qualified senior executives. The
Committee reviews the amounts of the benefits annually along
with other compensation components. However, the benefits do not
affect the decisions the Committee makes regarding other
compensation components, which are generally structured to
achieve VFs short-term and long-term financial objectives.
Mr. Salzburger, who is not a U.S. resident, does not
participate in VFs Pension Plan, Supplemental Executive
Retirement Plan or Executive Deferred Savings Plan described
below. His benefits are described under the caption
Pension Benefits on page 40.
Pension
Benefits
VF sponsors and maintains the VF Corporation Pension Plan (the
Pension Plan), a tax-qualified defined benefit plan
that covers most of VFs U.S. employees who were
employed by VF on or before December 31, 2004, including
the
U.S.-based
named executive officers. The purpose of the Pension Plan is to
provide retirement benefits for those employees who qualify for
such benefits under the provisions of the Pension Plan. The
Pension Plan is discussed in further detail under the caption
Pension Benefits on page 40.
Supplemental
Executive Retirement Plan
VFs
U.S.-based
named executive officers participate in a Supplemental Executive
Retirement Plan (SERP). The SERP is an unfunded,
nonqualified plan for eligible participants primarily designed
to restore benefits lost under the Pension Plan due to the
maximum legal limit of pension benefits imposed under the
Employee Retirement Income Security Act of 1974 and the Internal
Revenue Code (the Code). In the past, the Committee
supplemented the SERP benefits of certain executives whose
tenure would be relatively short by virtue of having joined VF
in mid-career or who lost pension benefits with former employers
as a result of an early separation from service. VF believes the
SERP assists VF in retaining key executives.
Nonqualified
Deferred Compensation
VFs
U.S.-based
senior executives, including the
U.S.-based
named executive officers, are permitted to defer compensation
and receive a limited amount of matching credits under the VF
Corporation Executive Deferred Savings Plan. This plan enables
executives to save for retirement on a tax-deferred basis.
Nonqualified deferred compensation is discussed in further
detail under the caption Nonqualified Deferred
Compensation on page 43.
Change-in-Control
Agreements
VF has entered into
Change-in-Control
Agreements (the Agreements) with certain VF senior
executives, including the named executive officers, that provide
the executives with
29
certain severance benefits in the event their employment with VF
is terminated by VF or by the executive for good reason, as
defined in the Agreements, subsequent to a change in control of
VF. The Agreements are designed to reinforce and encourage the
continued attention and dedication of such executives to their
assigned duties without distraction in the face of the
potentially disturbing circumstances arising from the
possibility of a change in control of VF. VF believes that
change-in-control
arrangements are an important component of a competitive
compensation package necessary to attract and retain qualified
senior executives.
As described and quantified below in the Potential
Payments Upon Change in Control, Retirement or Termination of
Employment section on page 44, the Agreements
generally have a term of three years with automatic annual
extensions. The Agreements may be terminated, subject to the
limitations outlined below, by VF upon notice to the executive
and are automatically terminated if the executives
employment with VF ceases (other than a termination triggering
payments under the Agreement). VF may not terminate the
Agreements (i) if it has knowledge that any third person
has taken steps or has announced an intention to take steps
reasonably calculated to effect a change in control of VF or
(ii) within a specified period of time after a change in
control of VF occurs. Severance benefits payable to the named
executive officers include the lump sum payment of an amount
equal to 2.99 times the sum of the executives current
annual salary plus the highest amount of cash incentive awarded
to the executive during the three fiscal years ending prior to
the date on which the executives employment is terminated
following a change in control of VF.
Total payments to be made to an executive in the event of
termination of employment upon a change in control of VF may
constitute excess parachute payments (as that term
is defined in the Code). Executives subject to U.S. income
tax also receive additional payments under the Agreements to
reimburse them for any excise taxes, as well as other increased
taxes, penalties and interest resulting from any payments under
the Agreements by reason of such payments being treated as
excess parachute payments. However, if the parachute payments
exceed the maximum amount that could be paid to the executive
without giving rise to an excise tax, but are less than 105% of
such amount, then no
gross-up
will be paid and the parachute payments will be reduced to just
below such amount.
Under the terms of the Agreements, the executives would also be
entitled to supplemental benefits, such as accelerated rights to
exercise stock options, accelerated lapse of restrictions on
restricted stock and RSUs, lump sum payments under the VF SERP,
and continued life and medical insurance for specified periods
after termination. Upon a change in control of VF, VF also will
pay all reasonable legal fees and related expenses incurred by
the executive as a result of the termination of his or her
employment or in obtaining or enforcing any right or benefit
provided by the Agreements.
Payments Upon
Separation
The named executive officers, other than Mr. Salzburger,
have no contractual right to receive separation payments if they
terminate their employment or are terminated with or without
cause prior to a change in control of VF. Mr. Salzburger,
who is based in Switzerland, has an employment agreement, which
is typical in Switzerland. Under his agreement,
Mr. Salzburger is entitled to receive one year of base
salary and a pro rata amount of the
30
annual incentive bonus he would have earned for the year of
termination if his employment is terminated without cause.
Preservation of
Deductibility of Compensation
Section 162(m) of the Code limits the deductibility by VF
for Federal income tax purposes of annual compensation in excess
of $1 million paid to certain officers, unless certain
requirements are met. Stock options and certain
performance-based awards under the 1996 Stock Compensation Plan
are designed to meet these requirements as are annual payments
under VFs EIC Plan. It is the present intention of the
Compensation Committee to preserve the deductibility of
compensation under Section 162(m) to the extent the
Committee believes that to do so is consistent with the best
interest of shareholders; however, tax deductibility is only one
consideration in determining the type and amount of
compensation. The Board of Directors maintains discretion to set
salaries and grant awards based on the Boards assessment
of individual performance and other relevant factors. Such
salaries and awards may not meet the requirements for full
deductibility of Section 162(m). In making compensation
decisions the Board takes into consideration any potential loss
of deductibility. To maintain flexibility in compensating
executive officers in a manner designed to promote varying
corporate goals, the Committee has not adopted a policy
requiring all compensation to be deductible.
Executive Stock
Ownership Guidelines
It is VFs policy to strongly encourage stock ownership by
VF senior management. This policy closely aligns the interests
of management with those of shareholders. Senior executives are
subject to share ownership guidelines that require them to
accumulate, over a five-year period, and then retain, shares of
VF Common Stock having a market value ranging from one to five
times annual base salary, depending upon the position. The Chief
Executive Officer and the other named executive officers are
required to accumulate VF Common Stock having market values as
follows:
|
|
|
|
Share Ownership Guidelines
|
Officer
|
|
|
VF Common Stock having a market value of
|
Chief Executive Officer
|
|
|
Five times annual base salary
|
|
|
|
|
Senior Vice Presidents
|
|
|
Three times annual base salary
|
|
|
|
|
Vice Presidents
|
|
|
Two times annual base salary
|
|
|
|
|
An executive has five years to reach the target. If an
executives guideline ownership level increases because of
a tier change or salary increase, a new five-year period to
achieve the incremental guideline ownership level begins with
each such change. Once achieved, the ownership of the guideline
amount should be maintained for as long as the executive is
subject to the guideline.
Credit will be given for direct holdings by the executive or an
immediate family member residing in the same household, equity
incentive plan share deferrals, shares held through executive
deferred savings and 401(k) plans and restricted stock. No
credit will be given for
31
shares of stock beneficially owned by someone other than the
executive or immediate family member residing in the same
household, unexercised stock options, or other similar forms of
ownership of stock. Shares held in trust are reviewed for credit
by the Committee. Until a senior executive has met the targeted
ownership level, whenever he or she exercises a stock option he
or she must retain shares equal to 50% of the after-tax value of
each option exercised.
All of the named executive officers have exceeded their
guideline ownership level targets for executive stock ownership.
COMPENSATION
COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis with management and the
Committees independent compensation consultant. Based on
the foregoing review and discussions, the Compensation Committee
recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this proxy statement and
VFs Annual Report on
Form 10-K
for the fiscal year ended January 1, 2011.
Ursula O. Fairbairn, Chairman
Charles V. Bergh
W. Alan McCollough
M. Rust Sharp
Raymond G. Viault
32
2008-2010
SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
Name and
|
|
|
|
|
|
Salary1
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Total
|
Principal Position
|
|
|
Year
|
|
|
($)
|
|
|
($)3
|
|
|
($)4
|
|
|
($)5
|
|
|
($)6
|
|
|
($)7
|
|
|
($)8
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric C. Wiseman
|
|
|
|
2010
|
|
|
|
|
$1,025,000
|
|
|
|
$-0-
|
|
|
|
$2,329,812
|
|
|
|
|
$2,285,574
|
|
|
|
|
$2,142,250
|
|
|
|
|
$1,466,300
|
|
|
|
|
$78,000
|
|
|
|
|
$9,326,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman, President and
|
|
|
|
2009
|
|
|
|
|
1,036,539
|
|
|
|
-0-
|
|
|
|
2,252,165
|
|
|
|
|
$1,909,435
|
|
|
|
|
1,146,200
|
|
|
|
|
830,800
|
|
|
|
|
67,988
|
|
|
|
|
7,243,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
2008
|
|
|
|
|
950,000
|
|
|
|
641,250
|
|
|
|
3,452,759
|
|
|
|
|
2,247,849
|
|
|
|
|
118,750
|
|
|
|
|
499,200
|
|
|
|
|
79,733
|
|
|
|
|
7,989,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert K. Shearer
|
|
|
|
2010
|
|
|
|
|
650,000
|
|
|
|
-0-
|
|
|
|
1,503,668
|
|
|
|
|
621,093
|
|
|
|
|
731,500
|
|
|
|
|
963,600
|
|
|
|
|
23,400
|
|
|
|
|
4,493,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President and
|
|
|
|
2009
|
|
|
|
|
659,977
|
|
|
|
-0-
|
|
|
|
612,015
|
|
|
|
|
510,375
|
|
|
|
|
401,170
|
|
|
|
|
634,800
|
|
|
|
|
23,400
|
|
|
|
|
2,841,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
2008
|
|
|
|
|
623,400
|
|
|
|
259,875
|
|
|
|
622,613
|
|
|
|
|
573,343
|
|
|
|
|
48,125
|
|
|
|
|
285,500
|
|
|
|
|
28,588
|
|
|
|
|
2,441,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karl Heinz
Salzburger2
|
|
|
|
2010
|
|
|
|
|
770,755
|
|
|
|
-0-
|
|
|
|
633,168
|
|
|
|
|
700,958
|
|
|
|
|
831,778
|
|
|
|
|
73,989
|
|
|
|
|
195,333
|
|
|
|
|
3,205,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President, President VF International
|
|
|
|
2009
|
|
|
|
|
794,808
|
|
|
|
135,745
|
|
|
|
1,185,815
|
|
|
|
|
518,864
|
|
|
|
|
289,436
|
|
|
|
|
8,640
|
|
|
|
|
184,940
|
|
|
|
|
3,118,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Candace S. Cummings
|
|
|
|
2010
|
|
|
|
|
520,000
|
|
|
|
-0-
|
|
|
|
468,566
|
|
|
|
|
459,609
|
|
|
|
|
627,000
|
|
|
|
|
872,100
|
|
|
|
|
23,400
|
|
|
|
|
2,970,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President
|
|
|
|
2009
|
|
|
|
|
527,169
|
|
|
|
-0-
|
|
|
|
452,900
|
|
|
|
|
377,681
|
|
|
|
|
343,860
|
|
|
|
|
526,100
|
|
|
|
|
23,400
|
|
|
|
|
2,251,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration, General
Counsel and Secretary
|
|
|
|
2008
|
|
|
|
|
498,400
|
|
|
|
223,750
|
|
|
|
460,790
|
|
|
|
|
424,284
|
|
|
|
|
41,250
|
|
|
|
|
198,000
|
|
|
|
|
25,892
|
|
|
|
|
1,872,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Gannaway
|
|
|
|
2010
|
|
|
|
|
450,000
|
|
|
|
-0-
|
|
|
|
258,373
|
|
|
|
|
285,994
|
|
|
|
|
465,500
|
|
|
|
|
258,400
|
|
|
|
|
23,400
|
|
|
|
|
1,741,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President VF
|
|
|
|
2009
|
|
|
|
|
457,808
|
|
|
|
-0-
|
|
|
|
249,718
|
|
|
|
|
211,708
|
|
|
|
|
255,290
|
|
|
|
|
177,500
|
|
|
|
|
23,400
|
|
|
|
|
1,375,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct/Customer Teams
|
|
|
|
2008
|
|
|
|
|
411,000
|
|
|
|
165,375
|
|
|
|
254,059
|
|
|
|
|
279,607
|
|
|
|
|
30,625
|
|
|
|
|
109,700
|
|
|
|
|
48,055
|
|
|
|
|
1,298,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Base salaries are paid bi-weekly.
As a result of pay period ending dates for 2009, base salaries
included two additional weeks of salary in 2009. See
page 23 for annual salary rates for 2009 and 2010.
|
|
2 |
|
Mr. Salzburgers cash
compensation was paid in euros and converted to U.S. dollars
using exchange rates of 1.3266 U.S. dollars to the euro in 2010
and 1.3944 U.S. dollars to the euro in 2009, the average daily
exchange rate for each respective calendar year.
|
|
3 |
|
The amounts in this column
represent discretionary bonus amounts paid to the executives.
|
|
4 |
|
Awards of performance-based
restricted stock units (RSUs) for the three-year
performance periods of 2008 through 2010, 2009 through 2011, and
2010 through 2012 were made to the named executive officers in
February 2008, February 2009 and February 2010, respectively,
under the Mid-Term Incentive Plan described in footnote 4 to the
Grants of Plan-Based Awards Table on page 35. Depending on
the level of achievement of performance goals, pay outs of
awards could range up to a maximum of 200% of the target award.
The amounts shown for the RSUs in this column are the aggregate
grant date fair value of the RSU awards computed in accordance
with FASB ASC Topic 718. Fair value for the RSUs was calculated
by multiplying the average of the high and the low price of VF
Common Stock on the date of the award by the number of target
RSUs in the award. Dividend equivalents (without compounding)
accrue on these RSUs subject to the same vesting requirements as
apply to the RSUs. Also included in this column for
Mr. Wiseman for 2008 is $1,410,600, the aggregate grant
date fair value computed in accordance with FASB ASC Topic 718
with respect to 20,000 shares of restricted stock awarded
to him in 2008 that vest in 2013, provided Mr. Wiseman
remains employed by VF (except a pro rata portion of the awards
would vest in the event of termination due to death or
disability and the awards would vest upon certain terminations
following a change in control of VF). Also included in this
column for Mr. Shearer for 2010 is $870,500, the aggregate
grant date fair value computed in accordance with FASB ASC Topic
718 with respect to 10,000 shares of restricted stock
awarded to him in 2010 that vest in 2014, provided
Mr. Shearer remains employed by VF (except a pro rata
portion of the awards would vest in the event of termination due
to death or disability and the awards would vest upon certain
terminations following a change in control of VF). Dividends on
all of these shares of restricted stock are invested in
additional shares that are subject to the same restrictions
|
33
|
|
|
|
|
and vesting as the original award.
Also included in this column for Mr. Salzburger for 2009 is
$573,800, the aggregate grant date fair value computed in
accordance with FASB ASC Topic 718 with respect to 10,000
restricted stock units awarded to him in 2009 that vest in 2014.
The amounts in this column for 2008 were restated from previous
proxy disclosures to reflect changes in the Securities and
Exchange Commission rules.
|
|
5 |
|
Options to purchase shares of VF
Common Stock are granted annually to each of the named executive
officers under the Stock Plan. The terms of options granted
under the Stock Plan are described in footnote 1 to the
Outstanding Equity Awards at Fiscal Year-End Table on
page 37. Stock options vest over three years of continuous
service after the date of grant and expire ten years after the
date of grant. The values of the option awards in this column
are the aggregate grant date fair value computed in accordance
with FASB ASC Topic 718 and were estimated using a lattice
option-pricing model, which incorporates a range of assumptions
for inputs between the grant date of the option and date of
expiration. The assumptions used and the resulting weighted
average value of stock options granted during 2010 is summarized
in Note O to VFs consolidated financial statements
included in its Annual Report on
Form 10-K
for the fiscal year ended January 1, 2011. The amounts in
this column for 2008 were restated from previous proxy
disclosures to reflect changes in the Securities and Exchange
Commission rules.
|
|
6 |
|
The amounts in this column
represent cash awards earned during 2008, 2009 and 2010,
respectively, under the VF EIC Plan described in footnote 3 to
the Grants of Plan-Based Awards Table on page 35.
|
|
7 |
|
The amounts reported in this column
represent the aggregate change in the actuarial present value of
the named executive officers accumulated benefits under
all defined benefit and actuarial pension plans (including
supplemental plans) in 2008, 2009 and 2010, respectively. No
amounts are included in this column for earnings on deferred
compensation because the named executive officers do not receive
above-market or preferential earnings on compensation that is
deferred on a basis that is not tax-qualified. The earnings that
the executive officers received on deferred compensation are
reported in the Nonqualified Deferred Compensation table on
page 43. Amounts in this column for Mr. Salzburger
were valued in Swiss francs and converted to U.S. dollars using
an exchange rate of 1.0395 Swiss francs to the U.S. dollar in
2010 and 1.0852 Swiss francs to the U.S. dollar in 2009, the
average daily exchange rate for each respective calendar year.
|
|
8 |
|
For Mr. Wiseman, this amount
includes VFs matching contribution to the Executive
Deferred Savings Plan in the amount of $12,500 (the VF
Match), financial planning services and personal use of
company aircraft in the amount of $54,600. The cost of the
personal use of aircraft was calculated based on the aggregate
incremental cost to VF. Aggregate incremental cost is based on
an hourly charge for VFs aircraft that includes fuel,
maintenance, salaries, ramp fees and landing fees. For
Mr. Shearer, Ms. Cummings and Mr. Gannaway this
amount includes the VF Match and financial planning services.
For Mr. Salzburger, this amount includes a cost of living
allowance in the amount of $87,888, a housing allowance in the
amount of $87,888, a company car allowance, and a standard
educational allowance and family allowance both of which are
required by law and are provided on the same terms as available
for all VF employees in Switzerland. Amounts in this column for
Mr. Salzburger were paid in Swiss francs and converted to
U.S. dollars using an exchange rate of 1.0395 Swiss francs to
the U.S. dollar in 2010 and 1.0852 Swiss francs to the U.S.
dollar in 2009, the average daily exchange rate for each
respective calendar year.
|
34
2010 GRANTS OF
PLAN-BASED AWARDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
|
|
All
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
Other
|
|
|
|
|
|
|
|
Closing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
Option
|
|
|
|
|
|
|
|
Market Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
Awards:
|
|
|
|
Exercise
|
|
|
|
on Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant
|
|
|
|
Under Non-Equity Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
or Base
|
|
|
|
of Grant if
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date for
|
|
|
|
Awards3
|
|
|
|
Estimated Future Payouts Under
|
|
|
|
Shares of
|
|
|
|
Securities
|
|
|
|
Price of
|
|
|
|
Greater
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
Purposes
|
|
|
|
|
|
|
|
Equity Incentive Plan
Awards4
|
|
|
|
Stock or
|
|
|
|
Underlying
|
|
|
|
Option
|
|
|
|
Than
|
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
Grant
|
|
|
|
of Option
|
|
|
|
Threshold
|
|
|
|
Target
|
|
|
|
Maximum
|
|
|
|
Threshold
|
|
|
|
Target
|
|
|
|
Maximum
|
|
|
|
Units
|
|
|
|
Options
|
|
|
|
Awards2
|
|
|
|
Excercise
|
|
|
|
of Award
|
|
|
|
|
|
Name
|
|
|
Date1
|
|
|
|
Awards2
|
|
|
|
($)
|
|
|
|
($)
|
|
|
|
($)
|
|
|
|
(#)
|
|
|
|
(#)
|
|
|
|
(#)
|
|
|
|
(#)
|
|
|
|
(#)
|
|
|
|
($/Sh)
|
|
|
|
Price2($)
|
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Wiseman
|
|
|
|
2/08/2010
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
$
|
1,127,500
|
|
|
|
$
|
2,255,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
32,399
|
|
|
|
|
64,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,329,812
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/16/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131,204
|
|
|
|
$
|
74.85
|
|
|
|
$
|
75.48
|
|
|
|
|
2,285,574
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Shearer
|
|
|
|
2/08/2010
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
385,000
|
|
|
|
|
770,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
8,805
|
|
|
|
|
17,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
633,168
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/16/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,654
|
|
|
|
|
74.85
|
|
|
|
|
75.48
|
|
|
|
|
621,093
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/26/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
870,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Salzburger
|
|
|
|
2/08/2010
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
437,778
|
|
|
|
|
875,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
8,805
|
|
|
|
|
17,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
633,168
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/16/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,654
|
|
|
|
|
74.85
|
|
|
|
|
75.48
|
|
|
|
|
700,958
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Cummings
|
|
|
|
2/08/2010
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
330,000
|
|
|
|
|
660,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
6,516
|
|
|
|
|
13,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
468,566
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/16/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,384
|
|
|
|
|
74.85
|
|
|
|
|
75.48
|
|
|
|
|
459,609
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Gannaway
|
|
|
|
2/08/2010
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
245,000
|
|
|
|
|
490,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
3,593
|
|
|
|
|
7,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
258,373
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/16/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,547
|
|
|
|
|
74.85
|
|
|
|
|
75.48
|
|
|
|
|
285,994
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
|
1 |
|
All equity awards are made under
the VF Stock Plan. The date the Compensation Committee acted to
authorize awards is the grant date for all equity awards other
than stock option awards under the Stock Plan, the grant
procedures for which are described in footnote 2 below.
|
|
2 |
|
Under the Stock Plan, the exercise
price of stock options is the fair market value on the date of
grant. Fair market value is defined under the Stock
Plan as the average of the reported high and low sales price of
VF Common Stock on the date of grant. The date of
grant is the date on which the granting of an award is
authorized by the Compensation Committee, unless another date is
specified by the Compensation Committee. The Compensation
Committees policy with respect to the award of stock
options under the Stock Plan is to fix the date of grant of the
options in February as the third business day after VF announces
its earnings for the previously completed fiscal year. In
February 2010, the Committee acted on February 8 to establish
February 16 as the grant date for the options. The closing price
of a share of VF Common Stock on February 16, 2010 was
$75.48; the average of the high and low price of a share of VF
Common Stock on February 16, 2010 was $74.85. The date of
grant for other stock awards is the date the Compensation
Committee authorized the award. The date reported in this column
is the grant date for option awards only.
|
|
3 |
|
The amounts in these columns
represent the threshold, target and maximum awards under the VF
Executive Incentive Compensation Plan (EIC Plan).
Under the EIC Plan, performance goals are set each year by the
Compensation Committee. The performance goals for 2010 are set
forth above in the Compensation Discussion and Analysis Section
on page 18. Depending upon the level of achievement of each
of the performance goals, annual cash awards could range from 0%
to 200% of the targeted incentive opportunity for each EIC Plan
participant. The amounts actually paid to the executives for
2010 performance are set forth on the Summary Compensation Table
on page 33. Mr. Salzburgers target has been
converted to U.S. dollars from euros based on the average daily
exchange rates for calendar year 2010 of 1.3266 U.S. dollars to
the euro.
|
|
4 |
|
These awards were made to the named
executive officers in February 2010 for the three-year
performance period of 2010 through 2012 under the Mid-Term
Incentive Plan (the MTIP), a subplan under the VF
Stock Plan. The MTIP gives the executives the opportunity to
earn shares of VF Common Stock. Although actual payout of these
shares is generally determined based on the average level of
achievement of the performance goals under the EIC Plan during
the three years of the performance period, the Committee retains
discretion with respect to the actual awards. In order for the
named executives to earn Common Stock under this Plan VF must
have aggregate positive earnings per share for the three-year
performance period. These awards are forfeitable upon an
executives termination of employment, except (i) a
pro rata portion of the award will be deemed earned in the event
of death or disability, (ii) commencing with the
2010-2012
cycle, awards continue to accrue in full to the benefit of
individuals who retire, provided that the individual was
employed by VF for the first fiscal year of the cycle,
(iii) a pro rata portion of the award will be deemed earned
in the event of a termination of the executives employment
by VF without cause prior to a change in control, with pro
ration based on the part of the performance period in which the
executive remained employed plus any period during which
severance payments will be made, and (iv) the full award at
the higher of target performance or actual performance achieved
through the date of termination will be deemed earned in the
event of a termination by VF without cause or by the executive
for good reason after a change in control of VF. Dividend
equivalents accrue on the MTIP awards, but are subject to
vesting of the awards. Upon pay out of the MTIP awards the
dividend equivalents are then paid in additional shares of stock
calculated by dividing the accrued dividend equivalents by the
average of the high and the low price of a share of VF Common
Stock on the date the award is paid out. Dividend equivalents
are not compounded.
|
|
5 |
|
The fair value on the date of grant
of each option award was computed in accordance with FASB ASC
Topic 718 and was estimated using a lattice option-pricing
model, which incorporates a range of assumptions for inputs
between the grant date of the option and date of expiration. The
assumptions used and the resulting weighted average fair value
of stock options granted during 2010 are summarized in
Note O to VFs consolidated financial statements
included in its Annual Report on
Form 10-K
for the fiscal year ended January 1, 2011.
|
|
6 |
|
The aggregate fair value of the
RSUs was computed in accordance with FASB ASC Topic 718. Fair
value for the RSUs was calculated by multiplying $71.91 per
share (the average of the high and the low price of VF Common
Stock on the date of the award) by the target award.
|
|
7 |
|
On April 26, 2010, the
Compensation Committee awarded Mr. Shearer
10,000 shares of restricted stock that vest on July 1,
2014, provided that Mr. Shearer remains an employee of VF
(except a pro rata portion of the award would vest in the event
of termination due to death or disability and the award would
vest upon his termination following a change in control of VF).
Dividends (without compounding) accrue on these shares of
restricted stock.
|
36
|
|
|
|
|
Dividends will be paid upon vesting
of the shares of restricted stock in additional shares of stock
calculated by dividing the accrued dividends by the average of
the high and low share price on the date the award is vested and
paid out. The fair value of the restricted stock units was
calculated by multiplying $87.05 per share (the average of the
high and the low price of VF Common Stock on the date of the
award) by the award.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
Awards1
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan
|
|
|
or Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Market
|
|
|
Number of
|
|
|
Unearned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Value of
|
|
|
Unearned
|
|
|
Shares,
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Shares or
|
|
|
Shares,
|
|
|
Units or
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Units of
|
|
|
Units or
|
|
|
Other
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
That
|
|
|
Stock That
|
|
|
Other Rights
|
|
|
Rights
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
That Have
|
|
|
That Have
|
|
|
|
Options(#)
|
|
|
Options(#)
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
|
Not Vested
|
|
|
Not Vested
|
Name
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price ($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)2
|
|
|
(#)3
|
|
|
($)3
|
Eric C. Wiseman
|
|
|
80,000
|
|
|
-0-
|
|
|
|
34.60
|
|
|
|
|
2/13/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,300
|
|
|
-0-
|
|
|
|
44.80
|
|
|
|
|
2/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,700
|
|
|
-0-
|
|
|
|
60.20
|
|
|
|
|
2/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,800
|
|
|
-0-
|
|
|
|
56.80
|
|
|
|
|
2/09/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,500
|
|
|
-0-
|
|
|
|
76.10
|
|
|
|
|
2/08/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,800
|
|
|
37,900
|
|
|
|
79.50
|
|
|
|
|
2/07/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,497
|
|
|
88,992
|
|
|
|
53.60
|
|
|
|
|
2/12/2019
|
|
|
|
|
25,000
|
4
|
|
|
$
|
2,154,500
|
|
|
|
|
49,063
|
5
|
|
|
$
|
4,228,249
|
|
|
|
|
-0-
|
|
|
131,204
|
|
|
|
74.85
|
|
|
|
|
2/15/2020
|
|
|
|
|
20,000
|
4
|
|
|
|
1,723,600
|
|
|
|
|
40,499
|
6
|
|
|
|
3,490,204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert K. Shearer
|
|
|
43,600
|
|
|
-0-
|
|
|
|
44.80
|
|
|
|
|
2/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,700
|
|
|
-0-
|
|
|
|
60.20
|
|
|
|
|
2/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,800
|
|
|
-0-
|
|
|
|
56.80
|
|
|
|
|
2/09/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,100
|
|
|
-0-
|
|
|
|
76.10
|
|
|
|
|
2/08/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,110
|
|
|
11,554
|
|
|
|
79.50
|
|
|
|
|
2/07/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,092
|
|
|
24,182
|
|
|
|
53.60
|
|
|
|
|
2/12/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,333
|
5
|
|
|
|
1,149,038
|
|
|
|
|
-0-
|
|
|
35,654
|
|
|
|
74.85
|
|
|
|
|
2/15/2020
|
|
|
|
|
10,000
|
8
|
|
|
|
861,800
|
|
|
|
|
11,006
|
6
|
|
|
|
948,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karl Heinz Salzburger
|
|
|
14,400
|
|
|
-0-
|
|
|
|
60.20
|
|
|
|
|
2/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,400
|
|
|
-0-
|
|
|
|
56.80
|
|
|
|
|
2/09/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,400
|
|
|
-0-
|
|
|
|
76.10
|
|
|
|
|
2/08/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,681
|
|
|
6,840
|
|
|
|
79.50
|
|
|
|
|
2/07/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,092
|
|
|
24,182
|
|
|
|
53.60
|
|
|
|
|
2/12/2019
|
|
|
|
|
10,000
|
7
|
|
|
|
861,800
|
|
|
|
|
13,333
|
5
|
|
|
|
1,149,038
|
|
|
|
|
-0-
|
|
|
35,654
|
|
|
|
74.85
|
|
|
|
|
2/15/2020
|
|
|
|
|
10,000
|
7
|
|
|
|
861,800
|
|
|
|
|
11,006
|
6
|
|
|
|
948,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Candace S. Cummings
|
|
|
21,600
|
|
|
-0-
|
|
|
|
44.80
|
|
|
|
|
2/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,300
|
|
|
-0-
|
|
|
|
60.20
|
|
|
|
|
2/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,900
|
|
|
-0-
|
|
|
|
56.80
|
|
|
|
|
2/09/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,600
|
|
|
-0-
|
|
|
|
76.10
|
|
|
|
|
2/08/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,102
|
|
|
8,550
|
|
|
|
79.50
|
|
|
|
|
2/07/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,948
|
|
|
17,895
|
|
|
|
53.60
|
|
|
|
|
2/12/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,866
|
5
|
|
|
|
850,252
|
|
|
|
|
-0-
|
|
|
26,384
|
|
|
|
74.85
|
|
|
|
|
2/15/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,145
|
6
|
|
|
|
701,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Gannaway
|
|
|
18,800
|
|
|
-0-
|
|
|
|
60.20
|
|
|
|
|
2/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
-0-
|
|
|
|
56.80
|
|
|
|
|
2/09/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,250
|
|
|
-0-
|
|
|
|
76.10
|
|
|
|
|
2/08/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,429
|
|
|
4,714
|
|
|
|
79.50
|
|
|
|
|
2/07/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,934
|
|
|
9,866
|
|
|
|
53.60
|
|
|
|
|
2/12/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,440
|
5
|
|
|
|
468,819
|
|
|
|
|
-0-
|
|
|
14,547
|
|
|
|
74.85
|
|
|
|
|
2/15/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,491
|
6
|
|
|
|
387,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
All of the options are
non-qualified stock options awarded under the Stock Plan. Each
option becomes vested and exercisable in thirds on the first,
second and third anniversaries of the date of grant,
respectively. Options
|
37
|
|
|
|
|
generally become fully vested and
exercisable upon the executives death or termination of
the executives employment following a change in control of
VF. All options have a ten-year term but, in the event of
certain terminations of the optionees employment, the
options generally expire on an accelerated basis, as follows:
36 months after retirement, death or termination due to
disability; at the end of the period severance payments are made
(if any) in the case of involuntary termination; and at the time
of any voluntary termination. The vesting dates for options that
were not vested at the end of the 2010 fiscal year are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting Schedule of Unvested Options
|
|
|
|
|
|
|
|
Vest
|
|
|
|
Vest
|
|
|
|
Vest
|
|
|
|
|
|
|
|
February
|
|
|
|
February
|
|
|
|
February
|
|
Name
|
|
|
Grant Date
|
|
|
2011
|
|
|
|
2012
|
|
|
|
2013
|
|
Mr. Wiseman
|
|
|
2/08/2008
|
|
|
|
37,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/13/2009
|
|
|
|
44,496
|
|
|
|
|
44,496
|
|
|
|
|
|
|
|
|
|
2/16/2010
|
|
|
|
43,735
|
|
|
|
|
43,735
|
|
|
|
|
43,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Shearer
|
|
|
2/08/2008
|
|
|
|
11,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/13/2009
|
|
|
|
12,091
|
|
|
|
|
12,091
|
|
|
|
|
|
|
|
|
|
2/16/2010
|
|
|
|
11,885
|
|
|
|
|
11,885
|
|
|
|
|
11,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Salzburger
|
|
|
2/08/2008
|
|
|
|
6,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/13/2009
|
|
|
|
12,091
|
|
|
|
|
12,091
|
|
|
|
|
|
|
|
|
|
2/16/2010
|
|
|
|
11,885
|
|
|
|
|
11,885
|
|
|
|
|
11,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Cummings
|
|
|
2/08/2008
|
|
|
|
8,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/13/2009
|
|
|
|
8,948
|
|
|
|
|
8,947
|
|
|
|
|
|
|
|
|
|
2/16/2010
|
|
|
|
8,795
|
|
|
|
|
8,795
|
|
|
|
|
8,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Gannaway
|
|
|
2/08/2008
|
|
|
|
4,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/13/2009
|
|
|
|
4,933
|
|
|
|
|
4,933
|
|
|
|
|
|
|
|
|
|
2/16/2010
|
|
|
|
4,849
|
|
|
|
|
4,849
|
|
|
|
|
4,849
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
The market value of restricted
awards reported in this column was computed by multiplying
$86.18, the closing market price of VFs stock at
January 1, 2011, by the number of shares or units of stock
awarded.
|
|
3 |
|
The number of shares or units and
values in these columns assume an achievement level of 125% of
the target amount, which was the actual level of achievement for
the three-year performance period ended January 1, 2011.
The final level of achievement for the awards in these columns
may differ. The number of RSUs was calculated by multiplying
125% by the target number of RSUs awarded, and the dollar value
was calculated by multiplying 125% of the target number of RSUs
awarded (rounded to the nearest whole number of shares) by
$86.18, the closing market price of VF Common Stock at
January 1, 2011.
|
|
4 |
|
Mr. Wiseman received an award
of 25,000 shares of restricted stock on March 1, 2006,
and an award of 20,000 shares of restricted stock on
July 14, 2008. These shares of restricted stock vest on
March 1, 2011, and July 14, 2013, respectively,
provided that Mr. Wiseman remains an employee of VF for
both awards (except a pro rata portion of the awards would vest
in the event of termination due to death or disability and the
awards would vest upon his termination following a change in
control of VF). Dividends on these shares of restricted stock
are invested in additional shares that are subject to the same
vesting requirements and other restrictions as the original
award. Dividends accrued as of January 1, 2011, were valued
at $428,631.
|
|
5 |
|
This number represents the number
of RSUs that were awarded under the MTIP by the Compensation
Committee in February 2009 for the three-year performance period
ending December 2011, multiplied by an assumed achievement level
of 125% (rounded to the nearest whole number of shares). At an
achievement level of 200%, the maximum, the number of RSUs and
value would be as follows: Mr. Wiseman: 78,500 RSUs with a
value of $6,765,130; Mr. Shearer: 21,332 RSUs with a value
of $1,838,392; Mr. Salzburger: 21,332 RSUs with a value of
$1,838,392; Ms. Cummings 15,786 RSUs with a value of
$1,360,437; and Mr. Gannaway: 8,704 RSUs with a value of
$750,111.
|
38
|
|
|
6 |
|
This number represents the number
of RSUs that were awarded under the MTIP by the Compensation
Committee in February 2010 for the three-year performance period
ending December 2012 multiplied by an assumed achievement level
of 125% (rounded to the nearest whole number of shares). At an
achievement level of 200%, the maximum, the number of RSUs and
value would be as follows: Mr. Wiseman: 64,798 RSUs with a
value of $5,584,292; Mr. Shearer: 17,610 RSUs with a value
of $1,517,630; Mr. Salzburger: 17,610 RSUs with a value of
$1,517,630; Ms. Cummings 13,032 RSUs with a value of
$1,123,098; and Mr. Gannaway: 7,186 RSUs with a value of
$619,289.
|
|
7 |
|
Mr. Salzburger received awards
of 10,000 restricted stock units in October 2007, and 10,000
restricted stock units in February 2009. These units vest in
January 2012 and January 2014, respectively, provided that
Mr. Salzburger remains an employee of VF for the term of
each award (except a pro rata portion of the awards would vest
in the event of termination due to death or disability and the
awards would vest upon his termination following a change in
control of VF). Dividend equivalents (without compounding)
accrue on these restricted stock units, but are subject to
vesting of the award. Upon pay out of the award dividend
equivalents will be paid in additional shares of stock
calculated by dividing the accrued dividends by the average of
the high and low share price on the date the award is paid out.
Dividends accrued as of January 1, 2011, were valued at
$125,100.
|
|
8 |
|
Mr. Shearer received an award
of 10,000 shares of restricted stock on April 26,
2010. These shares of restricted stock vest on July 1,
2014, provided that Mr. Shearer remains an employee of VF
(except a pro rata portion of the awards would vest in the event
of termination due to death or disability and the awards would
vest upon certain terminations following a change in control of
VF). Dividends on these shares of restricted stock are invested
in additional shares that are subject to the same restrictions
as the original award. Dividends accrued as of January 1,
2011, were valued at $18,441.
|
2010 OPTION
EXERCISES AND STOCK VESTED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock
Awards2
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
Acquired on
|
|
|
Value Realized
|
|
|
Acquired on
|
|
|
|
Value Realized
|
|
|
|
|
Exercise
|
|
|
on Exercise
|
|
|
Vesting
|
|
|
|
on Vesting
|
|
Name
|
|
|
(#)
|
|
|
($)1
|
|
|
(#)
|
|
|
|
($)
|
|
Eric C. Wiseman
|
|
|
80,000
|
|
|
$3,871,022
|
|
|
|
35,379
|
|
|
|
$
|
3,060,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert K. Shearer
|
|
|
80,000
|
|
|
2,823,550
|
|
|
|
10,786
|
|
|
|
|
933,123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karl Heinz Salzburger
|
|
|
22,500
|
|
|
680,960
|
|
|
|
17,542
|
|
|
|
|
1,389,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Candace S. Cummings
|
|
|
52,000
|
|
|
2,236,654
|
|
|
|
7,983
|
|
|
|
|
690,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Gannaway
|
|
|
-0-
|
|
|
-0-
|
|
|
|
4,401
|
|
|
|
|
380,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
The dollar amount realized upon
exercise of stock options was calculated by determining the
difference between the market price of the underlying securities
at exercise and the exercise price of the options.
|
|
2 |
|
These columns report payout of
awards of RSUs under the MTIP, including accrued dividends, as
described in footnote 4 to the Grants of Plan-Based Awards Table
on page 35, for the three-year period ending
January 1, 2011. The RSUs were paid out following the
determination by the Compensation Committee on February 16,
2011 of the level of achievement for the performance period. The
aggregate dollar amount realized by the named executive officers
upon the payout of the award was computed by multiplying the
number of RSUs by $86.51, the fair market value of the
underlying shares on February 16, 2011, the payout date
(the number of shares in the chart is rounded to the nearest
whole number; the dollar value is based on the actual number of
shares including fractional shares). The fair market value is
defined under the Stock Plan to be the average of the high and
low price of VF Common Stock on the applicable date. For
Mr. Salzburger, the amount in this column also includes
$837,481, the fair market value of 11,156 restricted stock units
at the time of vesting in September 2010. No amounts reported in
this column were deferred.
|
39
PENSION
BENEFITS
VF sponsors and maintains the VF Corporation Pension Plan (the
Pension Plan), a tax-qualified defined benefit plan
that covers most of VFs domestic employees who were
employed by VF on or before December 31, 2004, including
all the named executive officers other than Mr. Salzburger
whose pension is described below. Benefits under the Pension
Plan are calculated by reference to the employees
average annual compensation, which is his or her
average annual salary and annual incentive compensation from
January 1, 2009, with no less than five years immediately
preceding retirement included in the average. If an employee
does not have five years of compensation from January 1,
2009, such employees compensation for a sufficient number
of years immediately prior to 2009 is included to produce a
minimum five compensation years.
There are two formulas for computing benefits under the Pension
Plan. The normal retirement formula is used for
employees who qualify for early retirement under the
Pension Plan upon termination, by being credited with at least
ten years of service with VF and having attained age 55.
The second formula, less favorable to the employee, is used for
employees who have not satisfied both conditions for early
retirement upon termination. For employees who commence
benefits under the Pension Plan prior to age 65, the
benefit is reduced to account for the longer period of time over
which the benefit is expected to be paid. All of the named
executive officers who participate in the Pension Plan are
eligible for nonforfeitable benefits under the Pension Plan and
the VF Supplemental Executive Retirement Plan (SERP).
The SERP is an unfunded, nonqualified plan for eligible
employees primarily designed to restore benefits lost under the
Pension Plan due to the maximum legal limit of pension benefits
imposed under the Employee Retirement Income Security Act of
1974 (ERISA) and the Internal Revenue Code (the
Code). In addition, in the past the Compensation
Committee supplemented the Pension Plan benefits of certain
senior executives whose tenure was relatively short by virtue of
having joined VF in mid-career or who lost pension benefits with
former employers as a result of an early separation from
service. The combined retirement income from the Pension Plan
and the SERP for each of the named executive officers, upon
retirement at age 65, would be an amount equal to his or
her Pension Plan benefit calculated (i) without regard to
any limitation imposed by the Code or ERISA, (ii) without
regard to his or her participation in the Deferred Compensation
Plan or the Executive Deferred Savings Plan, (iii) on the
basis of the average of the highest three years of his or her
salary and annual incentive compensation during the ten-year
period immediately preceding retirement, and (iv) without
deduction or offset of Social Security benefits. For purposes of
the table below, the normal retirement formula has
been used for determining the SERP benefits of all of the named
executive officers who participate in the Pension Plan,
regardless of whether they otherwise qualify for early
retirement under the Pension Plan.
Mr. Salzburger has pension benefits under the VF
International SAGL pension fund in Switzerland (the Swiss
Pension Plan) that covers virtually all Swiss-based
employees of VF International SAGL over 25 years of age.
Under the Swiss Pension Plan, employee and employer together
contribute a percentage of the employees base salary up to
the maximum pensionable salary (which is currently 820,800 Swiss
francs ($789,610 converted to U.S. dollars using an
exchange rate of U.S. $.9620 to the Swiss franc, the
average daily exchange
40
rate for calendar year 2010)) depending on the employees
age; the contribution for Mr. Salzburger is 15% of the
maximum pensionable salary. The portion of the contribution made
by employer and employee depends on the category of the
employee; Mr. Salzburger contributes 25% and his employer
contributes 75%. The annual post-retirement benefit under the
Swiss Pension Plan is calculated as a percentage (currently
6.8%) of the accumulated capital in the Swiss Pension Plan for
the employee at the time the employee retires. In the event the
employee retires earlier than the regular retirement age (which
is currently 65 years of age for men), the percentage is
reduced. Subject to certain conditions, participants may elect
to receive pension benefits entirely or partially in a lump sum;
any funds taken as a lump sum reduce the remaining capital and,
as a result, the amount of the annual payments. Because of the
way benefits are calculated under the Swiss Pension Plan it is
not possible to express the pension benefits as a percentage of
the last or an average salary.
The assumptions underlying the present values of the
U.S.-based
named executive officers pension benefits are the
assumptions used for financial statement reporting purposes and
are set forth in Note M to VFs Consolidated Financial
Statements in its Annual Report on
Form 10-K
for the fiscal year ended January 1, 2011, except that
retirement age is assumed to be age 65, the normal
retirement age specified in the Pension Plan. The
2010 year-end discount rate was estimated, for the purpose
of these calculations, at 5.65%.
41
2010 PENSION
BENEFITS TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present Value
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
of
|
|
|
Payments
|
|
|
|
|
|
|
Years Credited
|
|
|
Accumulated
|
|
|
During Last
|
|
|
|
|
|
|
Service
|
|
|
Benefit
|
|
|
Fiscal Year
|
Name
|
|
|
Plan Name
|
|
|
(#)1
|
|
|
($)3
|
|
|
($)
|
Eric C.
Wiseman4
|
|
|
VF Corporation Pension Plan
|
|
|
|
15
|
|
|
|
$
|
758,800
|
|
|
|
$
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Executive Retirement Plan
|
|
|
|
15
|
|
|
|
|
3,946,400
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert K.
Shearer4
|
|
|
VF Corporation Pension Plan
|
|
|
|
24
|
|
|
|
|
1,638,100
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Executive Retirement Plan
|
|
|
|
24
|
|
|
|
|
3,179,900
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karl Heinz
Salzburger5
|
|
|
Pension Fund of VF International SAGL in Switzerland
|
|
|
|
5
|
|
|
|
|
299,951
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Candace S.
Cummings4
|
|
|
VF Corporation Pension Plan
|
|
|
|
16
|
|
|
|
|
1,589,400
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Executive Retirement Plan
|
|
|
|
25
|
2
|
|
|
|
3,834,600
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Gannaway
|
|
|
VF Corporation Pension Plan
|
|
|
|
7
|
|
|
|
|
209,600
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Executive Retirement Plan
|
|
|
|
7
|
|
|
|
|
628,100
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
The number of years of service
credited to each named executive officer under each Plan was
computed as of the same measurement date used for financial
statement reporting purposes with respect to VFs audited
financial statements for the fiscal year completed
January 1, 2011.
|
|
2 |
|
Ms. Cummings years of
credited service with respect to the SERP are different from her
actual years of credited service. Ms. Cummings had 16
actual years of credited service at December 31, 2010 and
her Pension Plan benefit amount is based on those actual years
of credited service. However, since Ms. Cummings, who
joined VF mid-career, is covered by the Amended and Restated
Second Supplemental Annual Benefit Determination (the
Second Determination) under the SERP (which provides
for a benefit at age 65 based on 25 years of credited
service regardless of the number of actual years of credited
service), her SERP benefit as of December 31, 2010 payable
at age 65 is based on 25 years of credited service,
rather than her 16 actual years of credited service. The present
value of the SERP portion of Ms. Cummings benefit is
$3,834,600. The present value of her SERP benefit without
consideration of the additional years of service credited
pursuant to the Second Determination would be $1,882,000.
Therefore, the increase to the present value of the SERP benefit
due to the extra service awarded her under the Second
Determination is $1,952,600.
|
|
3 |
|
The amounts in this column are the
actuarial present value of the named executive officers
accumulated benefit under each plan, computed as of the same
Pension Plan measurement date used for financial statement
reporting purposes with respect to VFs audited financial
statements for the fiscal year completed January 1, 2011.
|
|
4 |
|
These named executive officers were
eligible for early retirement on January 1, 2011. The early
retirement benefit for each of these executives is equivalent to
the accumulated benefit amount payable at age 65 reduced
for early commencement at the rate of five percent (5%) per year
for each year prior to such executives attainment of
age 65. In addition, there is a reduction of four percent
(4%) per year for each year prior to Ms. Cummings
attainment of age 65 under the Second Determination.
|
|
5 |
|
These amounts for
Mr. Salzburger were calculated in Swiss francs and
converted to U.S. dollars using an exchange rate of U.S. $.9620
to the Swiss franc, the average daily exchange rate for calendar
year 2010.
|
42
NONQUALIFIED
DEFERRED COMPENSATION
VF senior executives, including the named executive officers
other than Mr. Salzburger, who is not based in the U.S.,
are permitted to defer compensation under the VF Corporation
Executive Deferred Savings Plan (the EDSP).
The EDSP permits an eligible executive to defer into a
hypothetical account, on a pre-tax basis, annual
salary in excess of the Social Security Wage Base ($106,800 for
2010) (but not below 50% of the executives annual salary)
and generally up to 100% of the executives annual cash
incentive payment. A participating executives account will
also be credited with matching credits equal to 50% of the first
$25,000 deferred by the executive for the year.
Accounts deferred after January 1, 2005 are payable in
either a lump sum or in up to 10 annual installments following
termination of employment, as elected by the executive at the
time of deferral. With respect to accounts prior to
January 1, 2005 an executive may request, subject to VF
approval, distribution in a lump sum or in up to 10 annual
installments following termination of employment. Prior to
termination of employment, an executive may receive a
distribution of the executives deferred account upon an
unexpected financial hardship.
Accounts under the EDSP are credited with earnings and losses
based on certain hypothetical investments selected by the
executive. The hypothetical investment alternatives available to
executives include various mutual funds as well as a VF Common
Stock fund. Executives may change such hypothetical investment
elections on a daily basis (although executive officers of VF
subject to Section 16 of the Securities Exchange Act of
1934 are generally restricted in changing their hypothetical
investment elections with respect to the VF Common Stock fund).
2010 NONQUALIFIED
DEFERRED COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
Executive
|
|
|
VF
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Balance at
|
|
|
|
Contributions
|
|
|
Contributions
|
|
|
Earnings in
|
|
|
Withdrawals/
|
|
|
January 1,
|
|
|
|
in 2010
|
|
|
in 2010
|
|
|
2010
|
|
|
Distributions
|
|
|
2011
|
Name
|
|
|
($)1
|
|
|
($)2
|
|
|
($)3
|
|
|
($)
|
|
|
($)4
|
Eric C. Wiseman
|
|
|
$
|
25,000
|
|
|
|
$
|
12,500
|
|
|
|
$
|
565,051
|
|
|
|
$
|
-0-
|
|
|
|
$
|
4,829,787
|
|
Robert K. Shearer
|
|
|
|
25,000
|
|
|
|
|
12,500
|
|
|
|
|
185,964
|
|
|
|
|
-0-
|
|
|
|
|
4,877,910
|
|
Karl Heinz Salzburger
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
Candace S. Cummings
|
|
|
|
25,000
|
|
|
|
|
12,500
|
|
|
|
|
343,791
|
|
|
|
|
-0-
|
|
|
|
|
3,460,070
|
|
Michael T. Gannaway
|
|
|
|
25,000
|
|
|
|
|
12,500
|
|
|
|
|
34,330
|
|
|
|
|
-0-
|
|
|
|
|
313,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Amounts reported in this column are
included as salary and non-equity incentive compensation in the
Summary Compensation Table on page 33. The type of
compensation permitted to be deferred is cash compensation.
|
|
2 |
|
Amounts reported in this column are
included as All Other Compensation in the Summary Compensation
Table on page 33.
|
|
3 |
|
This column includes earnings and
(losses) on deferred compensation balances.
|
|
4 |
|
This column reflects annual salary
and annual incentive awards deferred by each named executive
officer during his or her career with VF plus the aggregate
amount of contributions by VF (which have never exceeded $12,500
per year) and the investment earnings thereon. All amounts
deferred by the named executive officers have been reported in
the Summary Compensation Tables in VFs proxy statements in
the year earned to the extent the executive was a named
executive officer for purposes of proxy statement disclosure.
|
43
POTENTIAL
PAYMENTS UPON
CHANGE-IN-CONTROL,
RETIREMENT OR TERMINATION OF EMPLOYMENT
The following section describes payments that would be made to
each of the named executive officers and related benefits as a
result of (i) a termination of service in the event of a
change in control of VF, (ii) the executives early
retirement, (iii) the executives termination without
cause, (iv) the executives termination
with cause, or (v) the executives
resignation, assuming these events occurred on January 1,
2011.
The descriptions below do not include the following amounts that
the executives would also receive in all termination scenarios:
(a) retirement benefits, the present value of which is
disclosed in the Pension Benefits Table on page 40,
(b) the aggregate balance disclosed in the Nonqualified
Deferred Compensation table above,
(c) the executives EIC Plan payment for the year
ended January 1, 2011, as disclosed in the Summary
Compensation Table on page 33, or
(d) the value of the executives vested
in-the-money
unexercised stock options, which the executive would retain in
all termination scenarios except termination without
cause with no severance, resignation not qualifying
as a retirement or termination with cause.
The named executive officers, other than Mr. Salzburger, do
not have employment contracts with VF; all of their potential
payments outlined below are defined in benefit plan documents
described in this proxy statement. Under
Mr. Salzburgers 2005 employment agreement, he would
receive one year of base salary and a pro rata amount of his
annual incentive bonus which would have been earned for the year
of termination in the event of his termination without cause.
Potential
Payments upon a Change in Control of VF
VF has entered into
Change-in-Control
Agreements with the named executive officers. These Agreements
provide severance benefits to the executives only if their
employment is terminated by VF without cause or for good reason
by the executive within the 24 month period after a change
in control of VF. Good reason for this purpose means
a material reduction in the executives authority or
duties, budget or compensation; a requirement that the executive
relocate anywhere not mutually acceptable to the executive and
VF; or a breach by the Company of the Agreement. The Agreements
have a term of three years with automatic annual extensions. The
Agreements may be terminated by VF, unless it has knowledge that
a third party intends to effect a change in control of VF, and
they may not be terminated until two years after a change in
control occurs. Generally, severance benefits payable to the
named executive officers include a lump-sum payment of an amount
equal to 2.99 times the sum of the executives current
annual salary plus the highest amount of annual incentive
awarded to the executive during the three fiscal years ending
prior to the date on which the executives employment is
terminated following a change in control of VF. Under the terms
of the Agreements or the Stock Plan, the executives would also
be entitled to
44
supplemental benefits, such as payment of a pro rata portion of
non-equity incentive compensation, accelerated rights to
exercise stock options, accelerated lapse of restrictions on
restricted stock units and restricted stock, lump-sum payments
under the VF SERP for
U.S.-based
executives, continued life and medical insurance for specified
periods after termination, entitlements under retirement plans
and a lump-sum payment upon attaining retirement age.
Except as described below, the total payments to be made to an
executive in the event of termination of employment upon a
change in control of VF potentially could exceed the limits
imposed by the Code on parachute payments (as that
term is defined in the Code), which could result in imposition
of excise taxes on the executive and loss of tax deductibility
for VF.
U.S.-based
executives receive additional payments under the Agreements to
reimburse them for any increase in excise taxes, other increased
taxes, penalties and interest resulting from any payments under
the Agreements by reason of such payments being treated as
excess parachute payments. However, if the parachute payments
exceed the maximum amount that could be paid to the executive
without giving rise to an excise tax, but are less than 105% of
such amount, then no
gross-up
will be paid and the parachute payments will be reduced to just
below such amount.
A change in control would include any of the
following events, subject to certain exceptions described in the
Agreements:
(A) an outside party acquires 20% of VFs voting
securities;
(B) members of the VF Board of Directors on the date of the
Agreement no longer constitute a majority of the Board; or
(C) approval by VF shareholders of a plan or agreement
providing for a merger or consolidation of VF.
Potential
Payments Upon Termination of Employment Following a Change in
Control and Related
Benefits1,2
If the named executives employment had been terminated by
VF without cause or by the executive for good reason (as defined
above) following a change in control of VF, assuming the
triggering event occurred on January 1, 2011, the named
executive officers would be entitled to receive the following
estimated amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
|
Excise Tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested
|
|
|
|
Value of
|
|
|
|
Lump-Sum
|
|
|
|
Gross-up
|
|
|
|
|
|
|
|
|
Severance
|
|
|
|
Stock
|
|
|
|
Stock
|
|
|
|
Benefit
|
|
|
|
SERP
|
|
|
|
on Change
|
|
|
|
|
|
Name
|
|
|
Amount3
|
|
|
|
Awards4
|
|
|
|
Options5
|
|
|
|
Continuation6
|
|
|
|
Benefit7
|
|
|
|
in Control
|
|
|
|
Total
|
|
Mr. Wiseman
|
|
|
$
|
9,470,078
|
|
|
|
$
|
14,155,582
|
|
|
|
$
|
4,639,094
|
|
|
|
$
|
83,509
|
|
|
|
$
|
1,579,103
|
|
|
|
$
|
9,804,935
|
|
|
|
$
|
39,732,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Shearer
|
|
|
|
4,130,685
|
|
|
|
|
3,654,808
|
|
|
|
|
1,269,016
|
|
|
|
|
56,723
|
|
|
|
|
764,341
|
|
|
|
|
-0-
|
|
|
|
|
9,875,573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr.
Salzburger8
|
|
|
|
4,791,573
|
|
|
|
|
4,516,608
|
|
|
|
|
1,237,525
|
|
|
|
|
36,000
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
10,581,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Cummings
|
|
|
|
3,429,530
|
|
|
|
|
2,066,855
|
|
|
|
|
939,079
|
|
|
|
|
53,205
|
|
|
|
|
946,059
|
|
|
|
|
-0-
|
|
|
|
|
7,434,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Gannaway
|
|
|
|
2,737,345
|
|
|
|
|
1,139,644
|
|
|
|
|
517,765
|
|
|
|
|
49,733
|
|
|
|
|
404,912
|
|
|
|
|
1,999,848
|
|
|
|
|
6,849,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
These disclosed amounts are
estimates only and do not necessarily reflect the actual amounts
that would be paid to the named executive officers, which would
only be known at the time that they become eligible for payment
|
45
|
|
|
|
|
and would only be payable if a
change in control were to occur and the executives
employment were terminated by VF without cause or by the
executive with good reason. The table reflects the amount that
could be payable under the various arrangements assuming that
the change in control had occurred at January 1, 2011, and
the executives employment had been terminated on that
date, including a
gross-up for
certain taxes in the event that any payments made in connection
with a change in control of VF would be subject to the excise
tax imposed by Section 4999 of the Code.
|
|
2 |
|
Valuations of equity awards in this
table reflect a price per share of VF Common Stock of $86.18,
the closing price of VFs Common Stock at January 1,
2011.
|
|
3 |
|
The amounts in this column
represent 2.99 multiplied by the sum of the executives
current base salary plus the highest actual annual incentive
paid to the executive in the past three years.
|
|
4 |
|
The amount in this column
represents the value of target RSU awards under the MTIP for
incomplete cycles that would be paid upon a change in control.
Incomplete cycles as of January 1, 2011, are the
2009-2011
and
2010-2012
RSU award cycles. For Mr. Wiseman, the amount in this
column also includes $3,878,100, the value of accelerated
vesting of Mr. Wisemans 45,000 shares of
restricted stock described in footnote 4 to the Outstanding
Equity Awards at Fiscal Year-End Table on page 37 which
would be subject to accelerated vesting. For Mr. Shearer,
the amount in this column also includes $861,800, the value of
accelerated vesting of Mr. Shearers
10,000 shares of restricted stock described in footnote 8
to the Outstanding Equity Awards at Fiscal Year-End Table on
page 37 which would be subject to accelerated vesting. For
Mr. Salzburger, the amount in this column also includes
$1,723,600, the value of accelerated vesting of
Mr. Salzburgers 20,000 restricted stock units
described in footnote 7 to the Outstanding Equity Awards at
Fiscal Year-End Table on page 37 which would be subject to
accelerated vesting.
|
|
5 |
|
The amount in this column
represents the
in-the-money
value of unvested stock options; however, Mr. Wiseman,
Ms. Cummings and Mr. Shearer are retirement eligible
and their options would continue to vest and be exercisable for
a period of 36 months if they elected to retire upon
termination of employment even if there were no change in
control.
|
|
6 |
|
The amount in this column
represents the estimated present value of the continuation of
health and welfare coverage over the
36-month
severance period.
|
|
7 |
|
The amount in this column
represents the value of enhanced and accelerated SERP benefits.
|
|
8 |
|
Mr. Salzburgers cash
compensation was paid in euros and converted to U.S. dollars
using exchange rates of 1.3266 U.S. dollars to the euro, the
average daily exchange rate for 2010. Although
Mr. Salzburgers Agreement provides for an excise tax
gross-up, a
determination as to whether a
gross-up
payment would be required has not been made because
Mr. Salzburger is not subject to U.S. taxation.
|
Payments Upon
Retirement
The following chart shows the estimated value of all
unexercisable options and unvested RSU awards on January 1,
2011, assuming the executives had retired on that date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested Stock
|
|
|
|
|
|
Name
|
|
|
RSU
Awards1
|
|
|
|
Options2
|
|
|
|
Total
|
|
Mr.
Wiseman3
|
|
|
$
|
6,944,729
|
|
|
|
$
|
4,639,094
|
|
|
|
$
|
11,583,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr.
Shearer3
|
|
|
|
1,887,342
|
|
|
|
|
1,269,016
|
|
|
|
|
3,156,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Salzburger
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms.
Cummings3
|
|
|
|
1,396,633
|
|
|
|
|
939,079
|
|
|
|
|
2,335,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Gannaway
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Valuations in this column reflect a
price per share of $86.18, the closing price of VFs Common
Stock at January 1, 2011, and assume that retirement
eligible executives will receive the value of incomplete cycles
(2009-2011
and
2010-2012)
upon early retirement.
|
46
|
|
|
2 |
|
The amounts in this column
represent the
in-the-money
values of unexercisable stock options that will continue to
become exercisable for a period of 36 months. The values
reflect a price of $86.18 per share of VF Common Stock.
|
|
3 |
|
These named executive officers were
eligible for early retirement on January 1, 2011.
|
Payments Upon
Termination without Cause
In the event of a termination without cause,
(i) under the Stock Plan, the executives stock
options would continue to vest and to be exercisable until the
end of the period of the executives receipt of
installments of severance pay, if any, from VF, and
(ii) under the Mid-Term Incentive Plan, the executive would
be eligible to receive a pro rata portion of the total number of
RSUs the executive is deemed to have earned with the pro rata
portion determined as of the earlier of (a) the date of the
last severance payment, if any, and (b) the last day of the
performance cycle. In addition, under Mr. Salzburgers
2005 employment agreement, he would receive a payment in the
amount of one year of base salary and a pro rata amount of his
annual incentive bonus which would have been earned for the year
of termination in the event of his termination without cause.
Payments Upon
Termination for Cause or Resignation
In the event of a termination with cause or
resignation, each named executive officer would receive no
additional compensation. However, Mr. Wiseman,
Ms. Cummings and Mr. Shearer are eligible to retire
(see Payments Upon Retirement, above).
2010 EQUITY
COMPENSATION PLAN INFORMATION TABLE
The following table provides information as of January 1,
2011, regarding the number of shares of VF Common Stock that may
be issued under VFs equity compensation plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
Number of securities
|
|
|
|
Number of
|
|
|
|
|
|
remaining available
|
|
|
|
securities to be
|
|
|
|
|
|
for future issuance
|
|
|
|
issued upon
|
|
|
Weighted average
|
|
|
under equity
|
|
|
|
exercise of
|
|
|
exercise price of
|
|
|
compensation plans
|
|
|
|
outstanding
|
|
|
outstanding
|
|
|
(excluding securities
|
|
|
|
options, warrants
|
|
|
options, warrants
|
|
|
reflected in
|
|
Plan
Category1
|
|
and
rights2
|
|
|
and
rights2
|
|
|
column
(a))3
|
|
|
|
|
Equity compensation plans approved by shareholders
|
|
|
7,837,683
|
|
|
$
|
65.40
|
|
|
|
12,675,752
|
|
Equity compensation plans not approved by shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
7,837,683
|
|
|
$
|
65.40
|
|
|
|
12,675,752
|
|
|
|
|
|
|
1 |
|
The table does not include
information regarding the Executive Deferred Savings Plan and
Deferred Savings Plan for Non-Employee Directors. These plans
permit the deferral of salary, annual cash incentive and
director compensation into, among other things, stock equivalent
accounts. Deferrals in a stock equivalent account are valued as
if deferrals were invested in VF Common Stock as of the deferral
date, and are paid out only in cash. VF maintains a rabbi trust
that holds shares that approximately correspond in number to the
stock equivalents, and provides pass-through voting rights with
respect to those stock equivalents. Stock equivalents are
credited with
|
47
|
|
|
|
|
dividend equivalents. As of
January 1, 2011, there were 246,860 stock equivalents
outstanding in the stock equivalent accounts under these plans.
|
|
2 |
|
The number of shares includes
1,245,216 restricted stock units that were outstanding on
January 1, 2011, under VFs Mid-term Incentive Plan, a
subplan under the 1996 Stock Compensation Plan. Under this Plan,
participants are awarded performance-contingent Common Stock
units, which give them the opportunity to earn shares of VF
Common Stock. The number of restricted stock units included in
the table assumes a maximum payout of shares. Actual payout of
these shares is determined as described in footnote 4 to the
Grants of Plan-Based Awards Table on page 35. Restricted
stock unit awards do not have an exercise price because their
value is dependent upon the achievement of the specified
performance criteria and may be settled only for shares of
Common Stock on a
one-for-one
basis. Accordingly, the restricted stock units have been
disregarded for purposes of computing the weighted-average
exercise price. The number of shares also includes 76,300
special restricted stock units and 143,259 shares of
restricted stock that vest over time and do not have an exercise
price. Had the restricted stock units and restricted stock been
included in the calculation, the weighted-average exercise price
reflected in column (b) would have been $53.18.
|
|
3 |
|
Full-value awards, such as
restricted stock and restricted stock units, as well as stock
options, may be awarded under VFs 1996 Stock Compensation
Plan, VFs only plan under which restricted stock/unit
awards may be granted. Any shares that are delivered in
connection with stock options are counted against the remaining
securities available for issuance as one share for each share
actually delivered. Any shares that are delivered in connection
with full-value awards are counted against the remaining
securities available as three shares for each full-value share
actually delivered.
|
48
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Certain
Beneficial Owners
Shown below are persons known by VF to have voting power
and/or
dispositive power over more than 5% of its Common Stock, as well
as certain other information, all as of March 2, 2011,
except that information regarding the number of shares
beneficially owned by certain of the shareholders (but not the
calculation of the percentage of the outstanding class) is as of
the end of December 2010, as indicated in the footnotes below.
|
|
|
|
|
|
|
|
|
|
|
Beneficial Owner
|
|
Amount of Beneficial
|
|
|
Percent
|
|
and Nature of Ownership
|
|
Ownership1
|
|
|
of Class
|
|
|
|
|
Ursula O. Fairbairn, Clarence Otis, Jr. and PNC Bank, N.A.,
P.O. Box 7648,
Philadelphia, PA 19101,
as Trustees under Deeds of Trust dated August 21,
1951(2,3,4)
|
|
|
12,676,151 shares
|
|
|
|
11.7
|
%
|
Ursula O. Fairbairn, Clarence Otis, Jr. and PNC Bank, N.A.,
P.O. Box 7648,
Philadelphia, PA 19101,
as Trustees under the Will of John E. Barbey,
deceased2,3,4
|
|
|
8,977,952 shares
|
|
|
|
8.2
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
21,654,103 shares
|
|
|
|
19.9
|
%
|
BlackRock, Inc.
40 East 52nd Street
New York, New
York5
|
|
|
7,197,295 shares
|
|
|
|
6.6
|
%
|
|
|
|
|
|
1 |
|
None of the shares in this column
is known to be a share with respect to which any of the listed
owners has the right to acquire beneficial ownership, as
specified in
Rule 13d-3(d)(1)
under the 1934 Act.
|
|
2 |
|
Ms. Fairbairn and
Mr. Otis are directors of VF.
|
|
3 |
|
Present life tenants and
remaindermen under the Will are various. All present life
tenants and all or most future life tenants and/or remaindermen
under the Deeds of Trust are, or will be, descendants of John E.
Barbey. No individual life tenant or remainderman may, within
60 days, attain beneficial ownership, as specified in
Rule 13d-3(d)(1)
under the 1934 Act, which exceeds 5% of the outstanding
shares.
|
|
4 |
|
Including shares in the above
table, PNC Bank, N.A. and its affiliates held a total of
21,735,872 shares (19.9% of the class outstanding) of the
VF Common Stock in various trust and agency accounts on
December 31, 2010, according to a Schedule 13G/A filed
by the Bank with the Securities and Exchange Commission on
February 11, 2011. As to all such shares, the Bank and its
affiliates had sole voting power over 74,318 shares, shared
voting power over 21,654,103 shares, sole dispositive power
over 30,532 shares and shared dispositive power over
21,670,473 shares.
|
|
5 |
|
The information in the above table
concerning BlackRock, Inc. (BlackRock) was obtained
from a Schedule 13 G filed with the Securities and Exchange
Commission on February 9, 2011, reporting beneficial
ownership at December 31, 2010. BlackRock reported that it
had sole dispositive power and sole voting power over all such
shares.
|
Common Stock
Ownership of Management
The following table reflects, as of March 2, 2011, the
total beneficial ownership of VF Common Stock by each director
and nominee for director, and each named executive officer, and
by all directors and executive officers as a group. Each named
individual and all members
49
of the group exercise sole voting and dispositive power, except
as indicated in the footnotes. Share ownership of
Ms. Fairbairn and Mr. Otis includes
21,654,103 shares reported above under Certain Beneficial
Owners, as to which they share voting and dispositive power with
PNC Bank, N.A., as Trustees, as of March 2, 2011.
|
|
|
|
|
|
|
|
|
Total Shares Beneficially
|
|
Name of Beneficial Owner
|
|
Owned1,2,3
|
|
|
|
|
Directors:
|
|
|
|
|
Charles V. Bergh
|
|
|
13,738
|
|
Richard T. Carucci
|
|
|
9,541
|
|
Juliana L. Chugg
|
|
|
11,513
|
|
Juan Ernesto de Bedout
|
|
|
64,223
|
|
Ursula O. Fairbairn
|
|
|
21,718,747
|
|
George Fellows
|
|
|
40,508
|
|
Robert J. Hurst
|
|
|
103,958
|
|
W. Alan McCollough
|
|
|
56,550
|
|
Clarence Otis, Jr.
|
|
|
21,701,058
|
|
M. Rust Sharp
|
|
|
58,890
|
|
Raymond G. Viault
|
|
|
56,920
|
|
Named Executive Officers:
|
|
|
|
|
Candace S. Cummings
|
|
|
194,581
|
|
Michael T. Gannaway
|
|
|
97,970
|
|
Karl Heinz Salzburger
|
|
|
172,121
|
|
Robert K. Shearer
|
|
|
324,546
|
|
Eric C.
Wiseman4
|
|
|
725,099
|
|
All Directors and Executive Officers as a Group (20 persons)
|
|
|
23,974,662
|
|
|
|
|
|
|
1 |
|
Shares counted as owned include
shares held in trusts as of January 1, 2011, in connection
with employee benefit plans, as to which the following
participants share voting power but have no dispositive power:
Ms. Cummings 6,600 shares;
Mr. Gannaway 1,864 shares;
Mr. Wiseman 4,328 shares; and all
directors and executive officers as a group
37,251 shares. Shares owned also include shares held as of
January 1, 2011, in trust in connection with employee
benefit plans, as to which the following participants have no
dispositive power and shared voting power:
Mr. Shearer 1,302 shares; and all
directors and executive officers as a group
2,071 shares. Shares counted as owned also include shares
held in a trust in connection with the VF Deferred Savings Plan
for Non-Employee Directors as to which the following directors
have shared voting power but do not have dispositive power:
Mr. Bergh 2,843 shares;
Mr. Carucci 1,031; Mr. de Bedout
13,215 shares; Ms. Fairbairn
14,520 shares; Mr. Hurst
22,950 shares; Mr. McCollough
8,542 shares; Mr. Otis 8,547 shares;
Mr. Sharp 8,882 shares;
Mr. Viault 10,912 shares; and all
directors as a group 91,442 shares.
|
|
2 |
|
Shares owned also include the
following number of stock options that are exercisable as of
March 2, 2011, or within 60 days thereafter:
Ms. Cummings 158,743;
Mr. Gannaway 80,909;
Mr. Shearer 241,932;
Mr. Wiseman 592,728;
Mr. Salzburger 108,789;
Mr. Bergh 9,523; Mr. Carucci
3,138; Ms. Chugg 9,523; Mr. de
Bedout 46,636; Ms. Fairbairn
46,636; Mr. Fellows 37,036;
Mr. Hurst 46,636;
Mr. McCollough 46,636;
Mr. Otis 37,036; Mr. Sharp
46,636; Mr. Viault 41,836; and all directors
and executive officers as a group 1,731,894.
|
|
3 |
|
Other than Ms. Fairbairn and
Mr. Otis, who are deemed to beneficially own 19.9% of the
Common Stock outstanding, the percentage of shares owned
beneficially by each named person does not exceed 1% of the
Common Stock outstanding. The percentage of shares owned
beneficially by all directors and executive officers as a group,
was 22.1% of the Common Stock outstanding.
|
|
4 |
|
Mr. Wiseman is also a director.
|
50
ITEM NO. 2
PROPOSAL TO
APPROVE COMPENSATION OF
NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY
STATEMENT
In accordance with the Dodd-Frank Wall Street Reform and
Consumer Protection Act, VF shareholders will be asked for an
advisory shareholder vote to approve the compensation of
VFs named executive officers, as such compensation is
disclosed in this Proxy Statement pursuant to the disclosure
rules of the Securities and Exchange Commission. Accordingly, VF
is providing its shareholders with the opportunity to cast an
advisory vote on the fiscal 2010 compensation of our named
executive officers as disclosed in this proxy statement,
including the Compensation Discussion and Analysis, the
compensation tables and other narrative executive compensation
disclosures.
Shareholders are being asked to vote on the following resolution:
Resolved, that the shareholders approve the compensation
of VFs executive officers named in the Summary
Compensation Table, as disclosed in VFs Proxy Statement
dated March 23, 2011, including the Compensation Discussion
and Analysis, the compensation tables and other narrative
executive compensation disclosures.
Please refer to the section titled Executive
Compensation of this proxy statement for a detailed
discussion of VFs executive compensation principles and
practices and the fiscal 2010 compensation of our named
executive officers.
VFs Executive Compensation Program has consistently met
its objectives in recent years, enabling VF to attract and
retain capable executives, provide incentives for achieving and
exceeding VFs financial goals and aligning the financial
objectives of VFs executives with those of shareholders.
As discussed above in the Compensation Discussion and Analysis,
compensation in fiscal 2010 for each named executive officer was
earned at above-target levels based on VFs outstanding
2010 performance. That strong performance included the following
which, in each case, far exceeded our financial goals:
|
|
|
|
|
Revenues increased 7% to $7,702.6 million from
$7,220.3 million in 2009;
|
|
|
|
Earnings per share increased 25% over 2009 earnings per
share; and
|
|
|
|
Cash flow from operations reached an all-time high of
$1 billion in 2010.
|
Although, as an advisory vote, this proposal is not binding upon
VF or the Board, the Compensation Committee, which is comprised
solely of independent directors and is responsible for making
decisions regarding the amount and form of compensation paid to
VFs executive officers, will carefully consider the
shareholder vote on this matter, along with other expressions of
shareholder views it receives on specific policies and desirable
actions. If there are a significant number of unfavorable votes,
we will seek to understand the concerns that influenced the vote
and address them in making future decisions affecting the
Executive Compensation Program.
Our Board unanimously recommends that you vote
FOR this proposal.
51
ITEM NO. 3
PROPOSAL REGARDING
THE FREQUENCY OF
EXECUTIVE COMPENSATION ADVISORY VOTES
In accordance with the Dodd-Frank Wall Street Reform and
Consumer Protection Act, VF shareholders will be asked for an
advisory shareholder vote on the question of how often VF should
seek the advisory shareholder vote to approve the compensation
of VFs named executive officers (the
say-on-pay
vote). We are soliciting your advisory vote on whether to
have the
say-on-pay
vote at the Annual Meeting of Shareholders every one, two or
three years.
We value the opinion of our shareholders and encourage
communication regarding our executive compensation policies and
practices. We believe that a vote every second year will provide
shareholders the ability to express their views on the executive
compensation policies and practices while providing us with a
meaningful time to consult with our shareholders, to consider
their input and if appropriate make revisions to the Executive
Compensation Program responsive to shareholder concerns. In
addition, we believe a vote every two years more closely mirrors
the multi-year nature of our compensation program.
Our Executive Compensation Program is administered by the
Compensation Committee, which is comprised solely of independent
directors and is responsible for making decisions regarding the
amount and form of compensation paid to VFs executive
officers. Compensation decisions are complex and, with respect
to our named executive officers, are disclosed in our proxy
statement pursuant to the disclosure rules of the Securities and
Exchange Commission. Compensation decisions are generally made,
with respect to any given year, before the results of the
previous
say-on-pay
vote will be available. For example, in order to motivate our
executive officers during the entire course of the relevant
period and to ensure that certain elements of our compensation
qualify as performance-based compensation under
Section 162(m) of the Internal Revenue Code, our
Compensation Committee establishes performance goals during the
first quarter of our fiscal year. However, the
say-on-pay
vote regarding VFs prior-year compensation is not taken
until after the first quarter of our fiscal year. If we receive
a less than majority favorable
say-on-pay
vote, it will generally not be until the following year that the
Compensation Committee will be able to effect changes in the
compensation program in response to shareholder input. The next
proxy disclosure our shareholders see will thus not reflect
their input, which may be confusing and frustrating to them. A
vote every two years would provide the Compensation Committee
with enough time to appropriately respond to a less than
majority favorable
say-on-pay
vote by making changes to the following years compensation
decisions, which would then be disclosed to shareholders in the
next proxy statement in which a
say-on-pay
vote is being conducted. Shareholders would then be able to
express their view as to whether the Compensation Committee
adequately responded to their concerns.
We believe a vote every two years is advisable for two
additional reasons. First, our program is designed with a
long-term focus, placing significant emphasis on elements of pay
promoting long-term and sustainable creation of shareholder
value. Annual votes on the Executive Compensation Program could
promote a short-term focus and undermine some of the
programs more thoughtful and effective features. Second,
advisory votes on executive
52
compensation, now required for all public companies, impose a
burden on investors to evaluate numerous Executive Compensation
Programs, particularly in the months of February and March.
Annual
say-on-pay
votes may exacerbate a trend toward evaluation of compensation
programs with standardized one-size-fits-all
formulas. This could have the effect of discouraging innovation
and, in particular, penalizing our program which is designed to
coordinate with our business model and incorporate the measures
of performance that we believe drive our long-term success.
Although, as an advisory vote, this proposal is not binding upon
VF or the Board, VF will adopt the frequency for
say-on-pay
votes that is chosen by a plurality of VF shareholders voting on
this matter.
While you have the opportunity to vote for every one, two or
three years, or abstain from voting on the frequency of
say-on-pay
votes, our Board unanimously recommends that you vote for a
frequency of
say-on-pay
votes of every two years.
ITEM NO. 4
APPROVAL OF AN
AMENDMENT TO VFS BY-LAWS TO ADOPT A MAJORITY VOTING
STANDARD FOR UNCONTESTED DIRECTOR ELECTIONS
The Board of Directors recommends approval of the following
amendment to the By-Laws of VF in order to adopt a majority
voting standard for the election of directors in uncontested
elections.
Under Pennsylvania law, the default voting standard for the
election of directors by shareholders is the plurality voting
standard under which directors receiving the highest number of
votes shall be elected. VF currently has a plurality standard
for the election of directors. In light of recent corporate
governance trends, the Board of Directors has concluded that
requiring directors to receive a majority of votes cast in an
uncontested election is an appropriate standard and should be
approved by our shareholders. Accordingly, the Board of
Directors has unanimously adopted resolutions approving
amendments to Article II of VFs By-Laws in order to
change our voting standard for election of directors in an
uncontested election to a majority voting standard. The Board
has further recommended that the shareholders approve these
By-Law amendments. In the revised By-Law provision set forth
below, new language is underlined, deleted language is stricken
and unaffected provisions are not shown.
ARTICLE II
BOARD OF
DIRECTORS
Section 1. Powers and Election.
(a)
Powers.
The
business and affairs of the Corporation shall be managed by the
Board of Directors, and all powers of the Corporation, except as
otherwise provided by law, by the Articles, or by these By-Laws,
shall be exercised by the Board of Directors.
53
(b)
Election.
Except
in the case of vacancies, directors shall be elected by the
shareholders.
Each director shall be elected by the vote of the majority of
the votes cast with respect to the director at any meeting of
the shareholders called for the purpose of the election of
directors at which a quorum is present, provided that if as of a
date that is ten (10) days in advance of the date the
Corporation files its definitive proxy statement (regardless of
whether or not thereafter revised or supplemented) with the
Securities and Exchange Commission the number of nominees
exceeds the number of directors to be elected, the directors
shall be elected by the vote of a plurality of the shares
represented in person or by proxy at any such meeting and
entitled to vote in the election of directors generally.
For
the purposes of Section 1(b) of this Article II, a
majority of the votes cast means that the number of
shares voted for a director must exceed the number
of votes withheld with respect to that
director.
Section 2. Qualifications. Directors
shall be natural persons of full age but need not be residents
of the Commonwealth of Pennsylvania or shareholders in the
Corporation. A director may also be a salaried officer or
employee of the Corporation. No person shall be eligible to be
elected a director of the Corporation for a period extending
beyond the Annual Meeting of Shareholders immediately following
his attaining the age of 72 years. If any person elected as
a director shall within 30 days after notice of his
election fail to accept such office, either in writing or by
attending a meeting of the Board of Directors, the Board of
Directors may declare his office
vacant.
The Board of Directors or a committee of the Board of
Directors appointed pursuant to Article III of these
By-Laws shall not nominate for election or reelection as a
director any candidate who has not agreed to tender, promptly
following the meeting at which he is elected or reelected as a
director, an irrevocable resignation that will be effective upon
(a) the failure of such director to receive the number of
votes required for reelection at the next annual meeting of
shareholders at which he stands for reelection, and (b) the
acceptance of such directors resignation by the Board of
Directors.
Section 3. Number, Classification, and Term of
Office. The number of directors of the
Corporation shall be not less than six and may consist of such
larger number as may be determined from time to time by the
Board of Directors. The Board of Directors shall be divided into
three classes, each class of which shall be as nearly equal in
number as possible, the term of office of at least one class
shall expire in each year, and the members of a class shall not
be elected for a shorter period than one year, or for a longer
period than three years. One-third (or the nearest approximation
thereto) of the number of the Board of Directors, determined as
aforesaid, shall be elected at each Annual Meeting of the
shareholders for terms to expire no later than the third
subsequent meeting of shareholders at which directors are
elected. Each director shall hold office for the term for which
he is elected and until his successor
shall
have has been elected and qualified
,
subject to earlier termination as herein provided
or until his or her earlier death, resignation or
removal.
Section 4. Resignations. Any
director of the Corporation may resign at any time by giving
written notice to the Board of Directors, to the Chairman, to
the President, or to the Secretary of the Corporation. Such
resignation shall take effect at the date of the receipt of such
notice or at any later time specified therein; and, unless
otherwise specified therein, the
54
acceptance of such resignation shall not be necessary to make it
effective.
In the event that a director fails to receive the number of
votes required for reelection to the Board of Directors, the
Nominating and Governance Committee of the Board of Directors
will make a recommendation to the Board of Directors as to
whether the Board of Directors should accept the directors
resignation, reject the directors resignation or take such
other action as the Committee may recommend. The Board of
Directors will act on the Committees recommendation and
publicly disclose its decision and the rationale behind such
decision within ninety (90) days after certification of the
election results.
* * *
Section 6. Vacancies. Vacancies in
the Board of Directors, whether occurring because of death,
resignation, removal, increase in the number of directors, or
because of some other reason, may be filled by a majority of the
remaining members of the Board, though less than a quorum. Any
director chosen to fill a vacancy, including a vacancy resulting
from an increase in the number of directors, shall hold office
until the next election of the class for which such director has
been chosen, and until his successor has been selected and
qualified or until his earlier death, resignation or
removal.
The Board of Directors shall not fill a vacancy on the Board
of Directors or a newly created directorship with any candidate
who has not agreed to tender, promptly following his appointment
to the Board of Directors, an irrevocable resignation that will
be effective upon (a) the failure of such director to
receive the number of votes required for reelection at the next
annual meeting of shareholders at which he stands for
reelection, and (b) the acceptance of such directors
resignation by the Board of Directors.
* * *
Section 9. Regular Meetings. Regular
meetings of the Board of Directors shall be held on such dates
and at such times as shall be designated from time to time by
resolution of the Board of Directors and at such geographic
location as may be designated in the notice calling the meeting.
If the date fixed for any such regular meeting be a
legal holiday under the laws of the State where such meeting is
to be held, then the same shall be held on the next succeeding
secular day not a legal holiday under the laws of such State, or
at such other time as may be determined by resolution of the
Board of Directors. At such meetings the directors
shall transact such business as may properly be brought before
the meeting.
* * *
The Board of Directors recommends a vote FOR ITEM 4,
approval of an amendment to VFs By-laws to adopt a
majority voting standard for uncontested director elections.
55
ITEM NO. 5
RATIFICATION OF
THE SELECTION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Selection of Independent Registered Public Accounting
Firm. The Audit Committee has retained
PricewaterhouseCoopers LLP as VFs independent registered
public accounting firm for the 2011 fiscal year.
PricewaterhouseCoopers LLP served as VFs independent
registered public accounting firm for the 2010 fiscal year. In
connection with its decision to retain PricewaterhouseCoopers
LLP as VFs independent registered public accounting firm,
the Audit Committee considered whether the provision of
non-audit services by PricewaterhouseCoopers LLP was compatible
with maintaining PricewaterhouseCoopers LLPs independence
and concluded that it was. A representative of
PricewaterhouseCoopers LLP will be present at the Meeting. The
representative will be given an opportunity to make a statement
if he or she desires to do so and to respond to appropriate
questions. Although we are not required to do so, we believe it
is appropriate to ask shareholders to ratify the appointment of
PricewaterhouseCoopers LLP as VFs independent registered
public accounting firm. If shareholders do not ratify the
selection of PricewaterhouseCoopers LLP, the Audit Committee
will reconsider the selection of an independent registered
public accounting firm.
The VF Board of Directors recommends a vote FOR
ratification
of the selection of PricewaterhouseCoopers LLP.
56
Professional Fees of PricewaterhouseCoopers
LLP. The following chart summarizes the estimated
fees of PricewaterhouseCoopers LLP for services rendered to VF
during the 2009 and 2010 fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Fees
|
|
|
2009
|
|
|
|
2010
|
|
|
|
Description of Fees
|
Audit Fees
|
|
|
$
|
4,443,000
|
|
|
|
$
|
3,979,000
|
|
|
|
Audit Fees are fees that VF paid to
PricewaterhouseCoopers LLP for the audit of VFs
consolidated financial statements included in VFs Annual
Report on Form 10-K and review of financial statements included
in the Quarterly Reports on Form 10-Q, and for services that are
normally provided by the auditor in connection with statutory
and regulatory filings and engagements; and for the audit of
VFs internal control over financial reporting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Related Fees
|
|
|
|
83,000
|
|
|
|
|
84,000
|
|
|
|
Audit Related Fees are fees billed for assurance and
related services that are reasonably related to the performance
of the audit or review of VFs financial statements and are
not reported above under the caption Audit Fees.
Audit Related Fees in 2010 and 2009 consisted
primarily of social security audits, sales certificates and
other assurance services.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Fees
|
|
|
|
1,777,000
|
|
|
|
|
2,144,000
|
|
|
|
Tax Fees are fees billed for professional services
for tax compliance, tax advice, and tax planning. Tax
Fees in 2010 and in 2009 consisted primarily of tax
advisory and tax compliance services, transfer pricing and VAT
assistance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other Fees
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
PricewaterhouseCoopers LLP performed no services in 2010 and
2009 other than the services reported under Audit
Fees, Audit Related Fees and Tax
Fees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
6,303,000
|
|
|
|
$
|
6,207,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All audit related services and all other permissible non-audit
services provided by PricewaterhouseCoopers LLP were
pre-approved by the Audit Committee. The pre-approval policies
adopted by the Audit Committee provide that annual, recurring
services that will be provided by VFs independent
registered public accounting firm and related fees are presented
to the Audit Committee for its consideration and advance
approval at each February Audit Committee meeting. At each
February Audit Committee meeting, criteria are established by
the Audit Committee for its advance approval of specified
categories of services and payment of fees to VFs
independent registered public accounting firm for changes in
scope of recurring services or additional nonrecurring services
during the current year. On a quarterly basis, the Audit
Committee is informed of each previously approved service
performed by VFs independent registered public accounting
firm and the related fees.
57
Report of the Audit
Committee. The Audit Committee reports as
follows with respect to the audit of VFs consolidated
financial statements for the fiscal year ended January 1,
2011 (the 2010 Financial Statements). At meetings of
the Audit Committee held in February and March 2011, the Audit
Committee (i) reviewed and discussed with management the
2010 Financial Statements and audit of internal control over
financial reporting; (ii) discussed with
PricewaterhouseCoopers LLP the matters required to be discussed
by the Statement of Auditing Standards No. 61
(Communication with Audit Committees), as amended by the AICPA
professional standards, vol. 1 AU section 380, as adopted
by the Public Company Oversight Board in Rule 3200T, which
include, among other items, matters related to the conduct of
the audit of the 2010 Financial Statements; and
(iii) received the written disclosures and the letter from
PricewaterhouseCoopers LLP required by applicable requirements
of the Public Company Accounting Oversight Board regarding their
communications with the Audit Committee concerning independence
and discussed with PricewaterhouseCoopers LLP their independence
from VF. Based on the foregoing review and discussions, the
Audit Committee recommended to the Board of Directors that the
2010 Financial Statements as audited by PricewaterhouseCoopers
LLP be included in VFs Annual Report on
Form 10-K
for the fiscal year ended January 1, 2011 to be filed with
the Securities and Exchange Commission.
George Fellows, Chairman
Richard T. Carucci
Juliana L. Chugg
Juan Ernesto de Bedout
Clarence Otis, Jr.
OTHER
INFORMATION
Other
Matters
The Board of Directors does not know of any other matter that is
intended to be brought before the Meeting, but if any other
matter is presented, the persons named in the enclosed proxy
will be authorized to vote on behalf of the shareholders in
their discretion and intend to vote the same according to their
best judgment. As of February 1, 2011, VF had not received
notice of any matter to be presented at the Meeting other than
as described in this proxy statement.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires directors and certain officers of VF, as well as
persons who own more than 10% of a registered class of VFs
equity securities (Reporting Persons), to file
reports of ownership and changes in ownership on Forms 3, 4
and 5 with the Securities and Exchange Commission and the New
York Stock Exchange. Based solely on its review of the Forms
filed with the Securities and Exchange Commission and
representations received from directors and officers, VF
believes that during the preceding year all Reporting Persons
timely complied with all filing requirements applicable to them.
58
Expenses of
Solicitation
VF will bear the cost of this proxy solicitation. In addition to
the use of mail, proxies may be solicited in person or by
telephone by VF employees without additional compensation. VF
has engaged D.F. King & Co., Inc. to solicit proxies
in connection with this proxy statement, and employees of that
company are expected to solicit proxies in person, by telephone
and by mail. The anticipated cost to VF of such solicitation is
approximately $13,500, plus expenses. VF will reimburse brokers
and other persons holding stock in their names or in the names
of nominees for their expenses incurred in sending proxy
material to principals and obtaining their proxies.
2012 Shareholder
Proposals
In order for shareholder proposals for the 2012 Annual Meeting
of Shareholders to be eligible for inclusion in VFs proxy
statement, VF must receive them at its principal office in
Greensboro, North Carolina on or before November 24, 2011.
In order for shareholder proposals that are not intended to be
included in VFs proxy statement but which are to be
presented at the 2012 Annual Meeting of Shareholders to be
timely, VF must receive notice of such at its principal office
in Greensboro, North Carolina on or before February 7, 2012.
By Order of the Board of Directors
Candace S. Cummings
Vice President Administration,
General Counsel and Secretary
Dated: March 23, 2011
59
APPENDIX A
V.F.
CORPORATION
INDEPENDENCE STANDARDS OF THE BOARD OF DIRECTORS
To be considered independent under the Listing Standards of the
NYSE, the Board must determine that a director does not have any
direct or indirect (as a partner, shareholder or officer of an
organization that has a relationship with VF) material
relationship with VF by broadly considering all relevant facts
and circumstances. Material relationships can include
commercial, industrial, banking, consulting, legal, accounting,
charitable and familial relationships, among others. The
Boards determination of each directors independence
will be disclosed annually in VFs proxy statement. The
Board has established the following categorical standards to
assist it in determining director independence in accordance
with the NYSE rules:
|
|
|
|
|
No director who is an employee, or whose immediate family member
is an executive officer, of VF can be considered independent
until three years after termination of such employment
relationship.
|
|
|
|
No director who is affiliated with or employed by, or whose
immediate family member is affiliated with or employed in a
professional capacity by, a present or former internal or
external auditor of the company can be considered independent
until three years after the end of the affiliation or employment
or auditing relationship.
|
|
|
|
No director can be considered independent if he or she is
employed, or if his or her immediate family member is employed,
as an executive officer of another company where any of
VFs present executives serve on the other companys
compensation committee until three years after the end of such
service or employment relationship.
|
|
|
|
No director can be considered independent if he or she receives,
or his or her immediate family member receives, more than
$100,000 per year in direct compensation from VF, other than
director and committee fees and pension or other forms of
deferred compensation for prior service (provided such
compensation is not contingent in any way on continued service)
until three years after he or she or his or her immediate family
member ceases to receive more than $100,000 per year in such
compensation.
|
|
|
|
No director can be considered independent if he or she is an
executive officer or employee of another company not including a
charitable organization (or an immediate family member of the
director is an executive officer of such company) that makes
payments to, or receives payments from, VF for property or
services in an amount which, in any single fiscal year, exceeds
the greater of $1 million or 2% of such other
companys consolidated gross revenues until three years
after falling below such threshold.
|
|
|
|
VF will disclose, in its annual proxy statement, any charitable
contributions made by VF to a charitable organization if the
charitable organization is one in which a VF director serves as
an executive officer and, within the preceding three years,
charitable contributions made by VF in any single fiscal year
exceed the greater of $1 million or 2% of such charitable
organizations consolidated gross revenues. This disclosure
does not
|
A-1
|
|
|
|
|
automatically result in a determination against that
directors independence; however, the Board will consider
the materiality of this relationship in its overall affirmative
determination of that directors independence status.
|
|
|
|
|
|
The Board, as part of its self-evaluation will review all
commercial, industrial, banking, consulting, legal, accounting,
charitable, and familial relationships between the Company and
its directors.
|
|
|
|
For relationships not qualifying within the above guidelines,
the determination of whether the relationship is material, and
therefore whether the director is independent, shall be made by
the Board. The Company will explain in the next proxy statement
the basis for any Board determination that a relationship was
immaterial despite the fact that it did not meet the categorical
standards of immateriality set forth in the above guidelines.
|
In addition, members of the Audit Committee of the Board are
subject to heightened standards of independence under the NYSE
rules and the SEC rules and regulations.
A-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic Voting Instructions
You can vote by Internet or telephone!
Available 24 hours a day, 7 days a
week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
VALIDATION
DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
|
|
|
|
|
|
Proxies submitted by the Internet or telephone must be received by
11:59 p.m., Eastern Daylight Time, on April 25, 2011. |
|
|
|
|
|
|
|
|
|
|
|
Vote by
Internet · Log
on to the Internet and go
to www.envisionreports.com/vfc · Follow the steps outlined on the secured website. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vote by
telephone · Call
toll free 1-800-652-VOTE (8683) within the USA,
US territories & Canada any time on a touch
tone
telephone. There is NO CHARGE to you for the call. |
|
|
|
|
|
|
|
|
|
|
|
Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
|
x |
|
|
|
|
|
· Follow the instructions provided by the recorded message. |
|
|
|
|
Annual Meeting Proxy Card |
|
|
|
|
▼
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN
THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
|
|
A Proposals
|
The Board of Directors recommends a vote FOR
each of the nominees in Item No. 1
and FOR Items No. 2, 4 and 5, and FOR a frequency of every two years in Item No. 3. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
Election of Directors: |
|
For |
|
Withhold |
|
|
|
For |
|
Withhold |
|
|
|
For |
Withhold |
|
+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01 Juan Ernesto de Bedout |
|
o
|
|
o |
|
02 Ursula O. Fairbairn
|
|
o
|
|
o
|
|
03 Eric C. Wiseman
|
|
o
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
Advisory Vote to Approve Executive Compensation.
|
|
|
|
o
|
|
o
|
|
o |
|
4. Approval of an amendment to VFs By-laws
to adopt a majority voting standard for uncontested director elections.
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Yr |
|
2 Yrs |
|
3 Yrs |
|
Abstain |
|
|
|
|
|
|
|
|
|
|
|
3.
|
|
Advisory Vote on Frequency of Shareholder Votes on Executive Compensation. |
|
o |
|
o
|
|
o
|
|
o |
|
5. Ratification of the selection of
PricewaterhouseCoopers LLP as VFs independent registered public accounting firm for the 2011 fiscal year.
|
|
o
|
|
o
|
|
o |
|
Shares subject to this proxy/voting instruction card will be voted in the manner indicated above,
when the card is properly executed and returned. If no indication is made, such shares will be
voted FOR the election of all nominees as Directors, FOR the Approval of Executive Compensation,
FOR the Approval of an amendment to VFs By-laws, FOR ratification of the selection of the
independent registered public accounting firm, and FOR a frequency of every two years in Item No.
3. For participants in the VF Corporation employee benefit plans: This card will be treated as
voting instructions to the plan trustees or administrator, as explained on the reverse side of this
card.
|
|
|
|
|
|
|
|
|
B
|
|
Non-Voting Items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of Address Please print your new address below. |
|
Comments
Please print your comments below. |
|
Meeting Attendance |
|
|
|
|
|
|
Mark the box to the right
if you plan to attend
the Annual Meeting.
|
|
o |
C |
Authorized
Signatures
This section must be completed for your vote to be counted.
Date and Sign Below
|
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give
full title.
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below.
|
|
Signature 1 Please keep signature within the box.
|
|
Signature 2 Please keep signature within the box. |
/ / |
|
|
|
|
Voting Instructions for the VF Corporation Retirement Savings Plan
for Salaried Employees (the Salaried 401(k)):
This card constitutes voting instructions to Fidelity Management Trust Company, the Trustee for the
Salaried 401(k), to vote in person or by proxy any shares of Common Stock allocated to the
participant as of March 2, 2011 under the Salaried 401(k), at the Annual Meeting of Shareholders
of VF Corporation to be held on April 26, 2011, and at any
adjournments thereof, and also constitutes voting instructions to the
Trustee for a proportionate number of shares of Common Stock in the Salaried 401(k) for which no instruction card has been
received from other participants. If you do not return this card, the Trustee will vote any shares allocated to you in the same
proportion as the shares for which instructions were received from other participants in the
Salaried 401(k).
Voting Instructions for the VF Corporation Retirement Savings Plan
for Hourly Employees (the Hourly 401(k)):
This card also constitutes voting instructions to Fidelity Management Trust Company, the Trustee
for the Hourly 401(k), to vote in person or by proxy any shares of Common Stock allocated to the
participant as of March 2, 2011 under the Hourly 401(k), at the Annual Meeting of Shareholders of
VF Corporation to be held on April 26, 2011, and at any adjournments thereof, and also constitutes
voting instructions to the Trustee for a proportionate number of shares of Common Stock in the
Hourly 401(k) for which no instruction card has been received
from other participants. If you do
not return this card, the Trustee will vote any shares allocated to you in the same proportion as
the shares for which instructions were received from other participants in the Hourly 401(k).
Voting Request for the VF Executive Deferred Savings Plan and the VF Executive Deferred Savings Plan II (collectively, the EDSP):
This card constitutes a voting request to the VF Corporation Pension Plan Committee (the
Committee), Administrator of the EDSP, to vote any shares of Common Stock held by the trustee of
the grantor trust relating to the EDSP and credited to the participants EDSP account as of March
2, 2011, at the Annual Meeting of Shareholders of VF Corporation to be held on April 26, 2011, and
at any adjournments thereof, with the understanding that the Committee, pursuant to its
discretionary powers under the EDSP, may reject this request and direct that the shares be voted in
a contrary manner.
|
▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ |
Proxy VF Corporation
PROXY SOLICITATION/VOTING INSTRUCTION CARD
Proxy Solicited on Behalf of the Board of Directors for
Annual Meeting on April 26, 2011
The
shareholder hereby appoints E.C. Wiseman and C.S. Cummings, and each of them acting
individually, proxies of the shareholder, with full power of substitution, to represent and vote,
as directed on the reverse side of this card, all shares of Common Stock of VF Corporation held of
record by the shareholder on March 2, 2011, at the Annual Meeting of Shareholders of VF Corporation
to be held on April 26, 2011, and at any adjournments thereof, and, in their discretion, upon such
other matters not specified as may come before said meeting. The shareholder hereby revokes any
prior proxies.
You are encouraged to specify your choice by marking the appropriate boxes, SEE REVERSE SIDE, but
you need not mark any boxes if you wish to vote in accordance with the Board of Directors
recommendations.
UNLESS
YOU VOTE BY TELEPHONE, INTERNET, OR BY SIGNING AND RETURNING THIS CARD, THE PROXIES CANNOT VOTE YOUR SHARES.
PLEASE VOTE, DATE AND SIGN THIS PROXY ON THE OTHER SIDE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
VOTING REQUEST
|
|
|
To: |
|
VF Corporation Pension Plan Committee (the Committee), Administrator
of the VF Deferred Savings Plan for Non-Employee Directors (the Plan) |
As a participant in the Plan with certain Deferrals being credited with gains and losses
as if invested in the VF Corporation Common Stock Fund, and in accordance with the Committees
procedures permitting each such participant the right to request that the VF shares held by the
trustee of the grantor trust relating to the Plan and credited to the participants Plan
account at the record date be voted in a specific manner, I hereby request that my VF shares so
credited be voted, in person or by proxy, in the manner shown below:
|
|
|
The Board of Directors of the Corporation recommends a vote FOR the election of
all nominees as Directors. |
|
|
|
|
|
Nominees: |
|
Juan Ernesto de Bedout, Ursula O. Fairbairn and Eric C Wiseman |
|
|
|
2. |
|
Advisory Vote to Approve Executive Compensation |
|
|
|
The Board of Directors of the Corporation recommends a vote FOR the Approval of
Executive Compensation. |
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
3. |
|
Advisory Vote on Frequency of Shareholder Votes on Executive Compensation |
|
|
|
The Board of Directors of the Corporation recommends a vote FOR a frequency of
every two years in Item No. 3. |
|
|
|
|
|
|
|
|
|
|
|
1 YR
|
|
2 YRS
|
|
3 YRS
|
|
ABSTAIN |
|
|
o
|
|
o
|
|
o
|
|
o |
|
|
|
4. |
|
Approval of an amendment to VFs By-laws to adopt a majority voting standard for
uncontested director elections. |
|
|
|
The Board of Directors of the Corporation recommends a vote FOR the Approval of
an amendment to VFs By-laws. |
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
5. |
|
Ratification of the selection of PricewaterhouseCoopers LLP as VFs independent
registered public accounting firm for the 2011 fiscal year. |
|
|
|
The Board of Directors of the Corporation recommends a vote FOR ratification of
the selection of the independent registered public accounting firm. |
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
o
|
|
o
|
|
o |
|
|
I understand that if I return this form properly signed but do not otherwise specify my
choices, this will be deemed to be a request to vote FOR the election of all nominees as
Directors, FOR the Approval of Executive Compensation, FOR the Approval of an amendment to VFs
By-laws, FOR ratification of the selection of the independent registered public accounting
firm, and FOR a frequency of every two years in Item No. 3.
Signature of Participant:
Dated: , 2011
|
|
|
IMPORTANT: Please sign and date
these instructions exactly as your
name appears hereon.
|
|
PLEASE SIGN, DATE AND RETURN
THESE INSTRUCTIONS PROMPTLY
IN THE ENCLOSED ENVELOPE. NO
POSTAGE REQUIRED IF MAILED IN
THE UNITED STATES. |
2