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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 30, 2025
| RALPH LAUREN CORPORATION | ||
| (Exact Name of Registrant as Specified in Its Charter) | ||
| Delaware | 001-13057 | 13-2622036 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
|
650 Madison Avenue, New York, New York |
10022 | |
| (Address of principal executive offices) | (Zip Code) | |
| (212) 318-7000 | ||
| (Registrant’s telephone number, including area code) | ||
| NOT APPLICABLE | ||
| (Former name or former address, if changed since last report.) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange |
||
| Class A Common Stock, $.01 par value | RL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On March 30, 2025, Halide Alagoz and Ralph Lauren Corporation (the “Company”) entered into Amendment No. 2 to the Amended and Restated Employment Agreement (the “Amended Alagoz Employment Agreement”).
Pursuant to the Amended Alagoz Employment Agreement, Ms. Alagoz’s annual base salary will be no less than $1 million, and the target grant value of Ms. Alagoz’s annual stock award will be $2 million, beginning with the fiscal 2026 grant cycle.
The foregoing summary of the Amended Alagoz Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Alagoz Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| EXHIBIT NO. | DESCRIPTION | |
| 10.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RALPH LAUREN CORPORATION | ||||
Date: April 1, 2025 |
By: | /s/ Justin M. Picicci | ||
| Name: | Justin M. Picicci |
|||
| Title: | Chief Financial Officer |
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EXHIBIT 10.1
AMENDMENT NO. 2
to the
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDMENT (“Amendment No. 2”) made effective as of March 30th, 2025 (the “Effective Date”), by and between Ralph Lauren Corporation, a Delaware corporation (the “Company”), and Halide Alagoz (the “Executive”).
WHEREAS, the Executive and the Company entered into an amended and restated employment agreement made effective as of February 14th, 2021, which was amended effective as of April 10th, 2022 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive wish to amend the Employment Agreement in certain respects.
NOW, THEREFORE, intending to be bound, the parties hereby agree as follows.
1. Section 1.4(a) is amended in its entirety to read as follows, effective as of the Effective Date.
“Base Compensation. In consideration of her services during the Term, the Corporation shall pay the Executive cash compensation at an annual rate of not less than one million dollars ($1,000,000) (as may be increased from time to time, “Base Compensation”), less applicable withholdings. Executive’s Base Compensation shall be subject to such increases as may be approved by the Board or Management. The Base Compensation shall be payable as current salary pursuant to the Corporation’s normal payroll practices, in installments not less frequently than monthly, and at the same rate for any fraction of a month unexpired at the end of the Term.”
2. The Section entitled ‘Base Salary” in the Term Sheet attached to the Employment Agreement and incorporated therein by reference (the ‘Term Sheet”), is amended to read in its entirety as follows, effective as of the Effective Date:
“Base Salary: $1,000,000 annually (less all applicable local, state and federal taxes and other deductions).”
3. The Section entitled “Long Term Incentive Plan” in the Term Sheet is amended in its entirety to read as follows, effective as of the Effective Date:
“You will be eligible to participate in the Ralph Lauren Corporation 2019 Long-Term Stock Incentive Plan (“LTSIP”) or any successor plan. Stock awards are subject to ratification by the Talent, Culture & Total Rewards Committee of the Board of Directors (“Talent Committee”). In accordance with the terms of the LTSIP, you will continue to be eligible to receive an annual stock award at the same time as other executives receive their annual grant, with a target grant value of $2,000,000 beginning with the Fiscal 2026 grant cycle, anticipated to be in summer 2025.”
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4. Except as amended and/or modified by this Amendment No. 2, the Employment Agreement is hereby ratified and confirmed and all other terms of the Employment Agreement shall remain in full force and effect, unaltered and unchanged by this Amendment No. 2. Capitalized terms used and not defined herein shall have the meanings given to them in the Employment Agreement.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 2, made effective as of the Effective Date, to be duly executed and the Executive has hereunto set her hand on the date first set forth below.
| RALPH LAUREN CORPORATION | |||
| By: | /s/ Roseann Lynch | ||
| Roseann Lynch | |||
| Chief People Officer & Head of the RL Foundation | |||
| Date: | 03/29/2025 | ||
| EXECUTIVE | |||
| /s/ Halide Alagoz | |||
| Halide Alagoz | |||
| Date: | 03/29/2025 | ||
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