VF Corporation (NYSE: VFC), a global leader in branded lifestyle
apparel, footwear and accessories, today announced the appointment
of Caroline Brown to the company’s Board of Directors, effective
February 14, 2024. This appointment follows constructive engagement
with VF’s shareholders, including Engaged Capital, LLC (“Engaged
Capital”). VF also intends to appoint to the Board another
independent director in the near term mutually agreed with Engaged
Capital, and will give priority to considering the candidates who
have been identified by Engaged Capital (the “Additional
Director”). VF expects Ms. Brown and the Additional Director will
be nominated at VF’s 2024 Annual Meeting of Shareholders (the
“Annual Meeting”) and at the conclusion of the Annual Meeting, VF’s
Board will comprise 13 directors, including no more than 11 of VF’s
current directors.
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Caroline Brown appointed to VF
Corporation's Board of Directors (Courtesy of VF Corp)
Ms. Brown is an accomplished executive, director, investor and
advisor with more than 30 years of experience at global companies
in the apparel and fashion sector.
From 2019 to 2023, she was a Managing Director at Closed Loop
Partners, a New York-based investment firm and innovation center
focused on the development of the circular economy, where she led
the firm’s fashion practice. Ms. Brown previously served as Chief
Executive Officer of Donna Karan International (DKI) and DKNY from
2015 to 2017. During that time, she led a transformation of DKI,
elevating product design, modernizing brand identity, overseeing
organizational structure realignments and supply chain
consolidations. She led the company through the sale from LVMH to
G-III Apparel Group. Prior to DKI, Brown was President of Carolina
Herrera, a luxury fashion house owned by PUIG, where she led
evolution in product development, brand architecture and
international expansion. Prior to that, she served as the U.S.
Chief Executive Officer of Akris, Inc., a Swiss-based luxury
fashion brand. Ms. Brown began her career at Giorgio Armani, where
she spent over a decade in marketing and communications leadership
roles.
Ms. Brown has served on numerous boards of innovative companies
in the fashion industry including EILEEN FISHER, Browzwear,
Dimpora, By Rotation, For Days, and others. She is a member of the
MIT Sloan Sustainability Initiative Advisory Board and is an
Advisor to the Martin Trust Center for Entrepreneurship at the MIT
Sloan School of Management.
“We are excited to welcome Caroline to the VF Board,” said Chair
of the VF Board, Richard Carucci. “Caroline is highly respected in
the apparel industry, with a proven track record of turning around,
scaling and transforming global brands, and her insights will be
valuable as the company continues to execute its Reinvent
strategy.”
“I’m honored to be joining VF’s Board and look forward to
working with management and my fellow directors at this important
moment for the company,” said Brown. “Having worked on the
leadership and investment sides of the apparel and fashion
industry, I recognize the tremendous potential of VF’s portfolio of
beloved brands. I believe VF has what it needs to return to strong
and sustainable profitable growth, and I look forward to
capitalizing on my experience to help the company deliver enhanced
value for shareholders over time.”
This appointment is another step in VF’s continuous refreshment
of the Board. With this appointment, VF has added four new
directors to its Board within the past two years (five following
the appointment of the Additional Director), expanding the Board’s
experience in footwear and apparel, retail, design, technology and
sustainability.
Mr. Carucci continued, “We appreciate the constructive input
provided by Engaged Capital over the past several months and look
forward to continuing our dialogue with Engaged Capital and other
shareholders as we continue improving the company’s
performance.”
Glenn W. Welling, Founder and CIO of Engaged Capital, said, “We
are excited that the Board has added Caroline Brown, who will bring
a wealth of apparel experience to the boardroom. We look forward to
continuing to work collaboratively with Caroline and the rest of
the Board on the appointment of the Additional Director. We believe
these appointments will help support Bracken Darrell and the
management team as they lead the turnaround of this iconic
portfolio of brands.”
About VF Corporation
Founded in 1899, VF Corporation is one of the world’s largest
apparel, footwear and accessories companies connecting people to
the lifestyles, activities and experiences they cherish most
through a family of iconic outdoor, active and workwear brands
including Vans®, The North Face®, Timberland® and Dickies®. Our
purpose is to power movements of sustainable and active lifestyles
for the betterment of people and our planet. We connect this
purpose with a relentless drive to succeed to create value for all
stakeholders and use our company as a force for good. For more
information, please visit vfc.com.
Forward-Looking Statements
Certain statements included in this press release are
"forward-looking statements" within the meaning of the federal
securities laws. Forward-looking statements are made based on our
expectations and beliefs concerning future events impacting VF and
therefore involve several risks and uncertainties. You can identify
these statements by the fact that they use words such as “will,”
“anticipate,” "believe," “intend,” “estimate,” “expect,” “should,”
and “may” and other words and terms of similar meaning or use of
future dates, however, the absence of these words or similar
expressions does not mean that a statement is not forward-looking.
All statements regarding VF’s ability to execute its transformation
and other business strategies, such as the Reinvent transformation
program and VF’s previously announced strategic portfolio review,
VF’s plans, objectives, projections and expectations relating to
VF’s operations or financial performance, and assumptions related
thereto are forward-looking statements. We caution that
forward-looking statements are not guarantees and that actual
results could differ materially from those expressed or implied in
the forward-looking statements. VF does not guarantee that the
events described will happen as described (or that they will happen
at all). VF undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Potential risks and uncertainties that could cause the actual
results of operations or financial condition of VF to differ
materially from those expressed or implied by forward-looking
statements include, but are not limited to: VF’s ability to execute
its transformation and other business strategies, such as the
Reinvent transformation program, including cost reduction and
productivity initiatives and the update and maintenance of an agile
and efficient operating model and organizational structure; and the
structure, terms and timing of any transaction resulting from VF’s
previously announced strategic portfolio review and whether it will
be completed. More information on potential factors that could
affect VF’s financial results is included from time to time in VF’s
public reports filed with the SEC, including VF’s Annual Report on
Form 10-K, and Quarterly Reports on Form 10-Q, and Forms 8-K filed
or furnished with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20240213901460/en/
Media Contact Colin Wheeler Vice President, Corporate
Communications colin_wheeler@vfc.com
Investor Contact Allegra Perry Vice President, Investor
Relations ir@vfc.com
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