def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by
the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o |
|
Preliminary Proxy Statement |
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
þ |
|
Definitive Proxy Statement |
o |
|
Definitive Additional Materials |
o |
|
Soliciting Material Pursuant to §240.14a-12 |
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 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 20, 2009
Dear Shareholder:
The Annual Meeting of Shareholders of VF Corporation will be
held on Tuesday, April 28, 2009, 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 (i) elect
four directors; (ii) ratify the selection of
PricewaterhouseCoopers LLP as VFs independent registered
public accounting firm for fiscal 2009; and (iii) consider
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 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 28, 2009
This proxy statement and our Annual Report to security holders
on
Form 10-K
for 2008 are available at www.edocumentview.com/vfc.
VF CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 28, 2009
March 20, 2009
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 28, 2009, at
10:30 a.m., for the following purposes:
(1) to elect four directors;
(2) to ratify the selection of PricewaterhouseCoopers LLP
as VFs independent registered public accounting firm for
fiscal 2009; and
(3) 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 2008 is enclosed for your information.
Only shareholders of record as of the close of business on
March 10, 2009 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
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
2
|
|
|
|
|
2
|
|
|
|
|
2
|
|
|
|
|
3
|
|
|
|
|
4
|
|
|
|
|
6
|
|
|
|
|
7
|
|
|
|
|
8
|
|
|
|
|
9
|
|
|
|
|
12
|
|
|
|
|
14
|
|
|
|
|
14
|
|
|
|
|
26
|
|
|
|
|
27
|
|
|
|
|
30
|
|
|
|
|
33
|
|
|
|
|
35
|
|
|
|
|
35
|
|
|
|
|
38
|
|
|
|
|
39
|
|
|
|
|
43
|
|
|
|
|
44
|
|
|
|
|
46
|
|
|
|
|
48
|
|
|
|
|
48
|
|
|
|
|
A-1
|
|
VF CORPORATION
PROXY
STATEMENT
For the 2009
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 28, 2009 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 four
directors, ratification of the selection of
PricewaterhouseCoopers LLP as VFs independent registered
public accounting firm for fiscal 2009 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 10, 2009, 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.
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 27, 2009;
1
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 27,
2009; 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
Investor Services, 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 10, 2009, there were 110,477,997 outstanding shares
of Common Stock.
What are the
Boards recommendations?
The Board recommends a vote FOR the election of the four
nominees proposed for election as directors and FOR ratification
of the selection of PricewaterhouseCoopers LLP as VFs
independent registered public accounting firm for fiscal 2009.
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.
What vote is
required to approve each item?
The four nominees for election as directors who receive the
greatest number of votes will be elected directors. Ratification
of the selection of PricewaterhouseCoopers LLP as VFs
independent registered public accounting firm for fiscal 2009 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. Withheld votes, abstentions and broker
non-votes will not be taken into account in determining the
outcome of the election of directors or ratification of the
selection of PricewaterhouseCoopers LLP as VFs independent
registered public accounting firm for fiscal 2009.
2
Other
Information
A copy of VFs Annual Report on
Form 10-K
for the fiscal year ended January 3, 2009 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 20, 2009.
3
ITEM NO. 1
ELECTION OF
DIRECTORS
VFs Board of Directors has nominated the four persons
named below to serve as 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
2012 Annual Meeting
|
|
|
|
|
|
|
Robert J. Hurst, 63
|
|
Managing Director, Crestview Partners LLC
|
|
|
1994
|
|
W. Alan McCollough, 59
|
|
Retired; former Chairman of the Board, Circuit City Stores, Inc.
|
|
|
2000
|
|
M. Rust Sharp, 68
|
|
Of Counsel to Heckscher, Teillon, Terrill & Sager
(Attorneys)
|
|
|
1984
|
|
Raymond G. Viault, 64
|
|
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. Previously, he
was Vice Chairman of The Goldman Sachs Group, Inc., an
international investment banking and securities firm.
Mr. Hurst also serves as a director of Paris Re Holdings
Limited. Mr. Hurst is a member of the Executive, Finance
and Nominating and Governance Committees of the Board of
Directors.
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 2002 until his
retirement from that position at the end of February 2006, and
President of the company from 2002 until 2005.
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.
4
Mr. Sharp has been Of Counsel to Heckscher, Teillon,
Terrill & Sager, a law firm located in West
Conshohocken, Pennsylvania, since 1999. Mr. Sharp is a
member of the Executive and Compensation Committees of the Board
of Directors. (Also see Security Ownership of Certain
Beneficial Owners and Management on page 44).
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. Mr. Viault also serves as a director of
Safeway Inc., a food and drug retailer in North America, Newell
Rubbermaid Inc., a consumer products company, and Cadbury plc, a
confectionery company. He is a member of the Compensation and
Finance Committees of the Board of Directors.
|
|
|
|
|
|
|
|
|
|
|
|
Year in Which
|
|
|
|
|
Service as a
|
Name
|
|
Principal Occupation
|
|
Director Began
|
|
|
Directors Whose Terms
Expire at the 2011
Annual Meeting
|
|
|
|
|
|
|
Charles V. Bergh, 51
|
|
Group President, Global Personal Care, The Procter & Gamble
Company
|
|
|
2008
|
|
Juan Ernesto de Bedout, 64
|
|
Group President Latin American Operations, Kimberly-Clark
Corporation
|
|
|
2000
|
|
Ursula O. Fairbairn, 66
|
|
President and Chief Executive Officer, Fairbairn Group LLC
|
|
|
1994
|
|
Eric C. Wiseman, 53
|
|
Chairman, President and Chief Executive Officer of VF
|
|
|
2006
|
|
|
|
Mr. Bergh is Group President, Global Personal Care, for The
Procter & Gamble Company (P&G). He has held a
progression of leadership roles with P&G since joining the
company in 1983. Mr. Bergh serves as a member of the Audit
and Finance Committees of the Board of Directors.
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.
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., Centex Corporation and Sunoco,
Inc. 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 44).
5
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.
|
|
|
|
|
|
|
|
|
|
|
|
Year in Which
|
|
|
|
|
Service as a
|
Name
|
|
Principal Occupation
|
|
Director Began
|
|
|
Directors Whose Terms
Expire at the 2010
Annual Meeting
|
|
|
|
|
|
|
Juliana L. Chugg, 41
|
|
Senior Vice President, General Mills, Inc. and President,
Pillsbury U.S.A.
|
|
|
2009
|
|
Barbara S. Feigin, 71
|
|
Consultant
|
|
|
1987
|
|
George Fellows, 66
|
|
President and Chief Executive Officer, Callaway Golf Company
|
|
|
1997
|
|
Clarence Otis, Jr., 52
|
|
Chairman and Chief Executive Officer, Darden Restaurants,
Inc.
|
|
|
2004
|
|
|
|
Ms. Chugg is a Senior Vice President of General Mills, Inc.
and President of its Pillsbury USA 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. Feigin has been a consultant specializing in strategic
marketing and branding since 1999. She served as Executive Vice
President and Worldwide Director of Strategic Services of Grey
Advertising Inc. from 1983 until her retirement from that
position in 1999. She is a member of the Audit and Nominating
and Governance Committees of the Board 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. He is a member of the Audit and Nominating
and Governance Committees of the Board of Directors.
Mr. Otis is Chairman and Chief Executive Officer of Darden
Restaurants, Inc. 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. Mr. Otis also serves as a director of
Verizon Communications, Inc. He is a member of the Audit and
Nominating and Governance Committees of the Board of Directors.
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
6
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 2008, 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 2008 Ursula O. Fairbairn, Chairman of the Compensation
Committee, was selected by the Board to serve as presiding
director until VFs 2009 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;
|
|
|
|
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
7
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 frivolous communications and
solicitations, to the Chairman of the Nominating and Governance
Committee.
Management has reviewed internally and with the Board of
Directors the provisions of the Sarbanes-Oxley Act of 2002, and
the related rules of the Securities and Exchange Commission and
the New York Stock Exchange Listing Standards regarding
corporate governance policies and procedures. We believe that
the Boards Corporate Governance Principles and committee
charters meet these requirements.
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.
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 interests involving 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.
8
The Board determined that Ms. Chugg, Ms. Fairbairn and
Ms. Feigin and Messrs. Bergh, de Bedout, Fellows,
Hurst, McCollough, Otis, Sharp and Viault are independent
directors, and that Mr. Wiseman is not an independent
director.
During 2008, VFs Board of Directors held seven 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 current member
of the Board attended the Annual Meeting of Shareholders in
2008, other than Mr. Bergh who was elected to the Board in
July 2008, and Ms. Chugg who was elected to the Board in
2009.
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;
|
|
|
|
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;
|
|
|
|
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), Bergh, de Bedout,
and Otis and Ms. Feigin. The Committee held eight meetings
during 2008. 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
9
and that all are financially literate. The Board of Directors
has further determined that Messrs. 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. 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 in their roles
as chief executive officer of a public company.
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, de Bedout
and Viault. Mr. Wiseman serves as an ex officio
member of the Committee. The Committee held four meetings
during 2008.
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. 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 150 days prior to the
date of the 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
10
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 Ms. Feigin (Chairman) and
Messrs. Fellows, Hurst, McCollough and Otis and
Ms. Fairbairn. The Committee held six meetings during 2008.
Compensation Committee: The Compensation
Committee has the authority to discharge the Boards
responsibilities relating to compensation of VFs
executives, review and make recommendations to the Board
concerning compensation and benefits for key employees, and
review and make recommendations to the Board concerning
VFs executive organizational structure. 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;
|
|
|
|
annually recommending to the Board the salary of each executive
officer of VF at the level of Vice President or above;
|
|
|
|
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 employee 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 and terminate any
compensation consultant to assist in the evaluation of director,
Chief Executive Officer and senior executive compensation. The
Committee retained Frederic W. Cook & Co., Inc.
(Frederic Cook) in July 2008 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. During
2008, Towers Perrin also served as an outside compensation
consultant to the Committee. The Chief Executive Officer makes
recommendations to the Committee regarding compensation for
executives reporting directly to him. 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 14. The members of the Committee are
Ms. Fairbairn (Chairman) and Messrs. McCollough, Sharp
and Viault. The Committee held five meetings during 2008.
11
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.
Summary of
Committee Membership and Meetings Held
|
|
|
|
|
|
|
|
|
|
|
|
|
Committee Membership of Independent Directors and Number of
Meetings Held in 2008
|
|
|
|
|
|
|
|
|
|
Nominating and
|
|
|
|
|
|
|
Audit
|
|
|
Compensation
|
|
|
Governance
|
|
|
Finance
|
Director
|
|
|
Committee
|
|
|
Committee
|
|
|
Committee
|
|
|
Committee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles V. Bergh
|
|
|
Member
|
|
|
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Juan Ernesto de Bedout
|
|
|
Member
|
|
|
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ursula O. Fairbairn
|
|
|
|
|
|
Chairman
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barbara S. Feigin
|
|
|
Member
|
|
|
|
|
|
Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George Fellows
|
|
|
Chairman
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert J. Hurst
|
|
|
|
|
|
|
|
|
Member
|
|
|
Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Alan McCollough
|
|
|
|
|
|
Member
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clarence Otis, Jr.
|
|
|
Member
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. Rust Sharp
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond G. Viault
|
|
|
|
|
|
Member
|
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Meetings
|
|
|
8
|
|
|
5
|
|
|
6
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2009, with changes from
2008 noted. 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 (increased from $7,500 in 2008). 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. Travel and lodging expenses are reimbursed.
Mr. Wiseman, the only
12
director who is also an employee of VF, does not receive any
compensation in addition to his regular compensation for
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
payable in cash to the participant upon termination of service
or such later date specified in advance by the participant.
Eight directors elected to defer compensation in 2008. 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) under VFs 1996 Stock Compensation Plan. In 2009,
non-employee directors received options to purchase
6,385 shares of VF Common Stock, which had a fair value of
$90,220 according to the amount recognized for financial
statement reporting purposes in accordance with FAS 123(R).
In 2008, the directors received options to purchase
5,713 shares of VF Common Stock, which had a fair value of
$93,693 according to the amount recognized for financial
statement reporting purposes in accordance with FAS 123(R).
Such 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. 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 $10,000 per
year. This program is available to all VF employees and
directors.
13
2008 Independent
Director Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
Paid in Cash
|
|
|
Option
Awards1
|
|
|
Compensation2
|
|
|
Total
|
Director
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles V. Bergh*
|
|
|
$35,500
|
|
|
$-0-
|
|
|
|
$-0-
|
|
|
|
$35,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Juan Ernesto de Bedout
|
|
|
78,500
|
|
|
93,693
|
|
|
|
10,000
|
|
|
|
182,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward E. Crutchfield*
|
|
|
74,000
|
|
|
93,693
|
|
|
|
10,000
|
|
|
|
177,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ursula O. Fairbairn
|
|
|
84,500
|
|
|
93,693
|
|
|
|
250
|
|
|
|
178,443
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barbara S. Feigin
|
|
|
89,000
|
|
|
93,693
|
|
|
|
2,600
|
|
|
|
185,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George Fellows
|
|
|
87,500
|
|
|
93,693
|
|
|
|
-0-
|
|
|
|
181,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel R. Hesse*
|
|
|
21,167
|
|
|
93,693
|
|
|
|
6,250
|
|
|
|
121,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert J. Hurst
|
|
|
72,500
|
|
|
93,693
|
|
|
|
10,000
|
|
|
|
176,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Alan McCollough
|
|
|
75,500
|
|
|
93,693
|
|
|
|
-0-
|
|
|
|
169,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clarence Otis, Jr.
|
|
|
80,000
|
|
|
93,693
|
|
|
|
-0-
|
|
|
|
173,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. Rust Sharp
|
|
|
68,000
|
|
|
93,693
|
|
|
|
-0-
|
|
|
|
161,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond G. Viault
|
|
|
78,500
|
|
|
93,693
|
|
|
|
-0-
|
|
|
|
172,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Mr. Bergh joined the Board of
Directors on July 15, 2008; Messrs. Hesse
and Crutchfield left the Board of Directors effective April
25, 2008 and December 31, 2008, respectively.
|
|
1 |
|
Each Director was awarded options
to purchase 5,713 shares of VF Common Stock on
February 8, 2008. The date of the award in 2008 was the
same date as the annual awards of options to executives. The
value in this column is the dollar amount recognized for
financial statement reporting purposes with respect to the 2008
fiscal year in accordance with FAS 123(R) and is the full
fair value of the award in accordance with FAS 123(R). The
assumptions used and the resulting weighted average value of
stock options granted during 2008 is summarized in Note P
to VFs consolidated financial statements included in its
Annual Report on
Form 10-K
for the fiscal year ended January 3, 2009. The following
options to purchase shares of VF Common Stock were outstanding
at the end of 2008 for each current non-employee Director:
Charles V. Bergh, 0; Juan Ernesto de Bedout, 41,913; Ursula O.
Fairbairn,46,713; Barbara S. Feigin, 46,713; George Fellows,
46,713; Robert J. Hurst, 51,513; W. Alan McCollough, 41,913;
Clarence Otis, Jr., 27,513; M. Rust Sharp, 46,713; and Raymond
G. Viault, 32,313.
|
|
2 |
|
The amounts in this column reflect
matching contributions under VFs charitable matching gift
program.
|
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.
Overview of
Compensation Program
The goals of VFs Executive Compensation Program (the
Program) are:
|
|
|
|
|
To provide incentives for achieving and exceeding VFs
short-term and long-term financial goals;
|
14
|
|
|
|
|
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 employee 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 they are necessary and appropriate for VF and in
the competitive marketplace for executive talent.
Compensation
Consultant
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. The Committee retained Towers
Perrin, which also performs other services for the Company, as
its outside compensation consultant for 2008. In July 2008 the
Committee also 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 advisory services to the Committee. The Committee has
requested that a representative of its compensation consultant
attend all meetings and executive sessions of the Committee. A
representative of Towers Perrin did attend all meetings of the
Committee in 2008 and a representative of Frederic Cook attended
all meetings of the Committee after its retention by the
Committee in July 2008. Towers Perrin, while no longer the
outside compensation consultant to the Committee, has provided
and will continue to provide comparative compensation data to
the Committee and, at the Committees request, to Frederic
Cook. The Committee has instructed Frederic Cook to review
Towers Perrin data and other data it deems appropriate and
independently prepare an analysis of compensation data regarding
the Chairman and Chief Executive Officer for review by the
Committee.
Managements
Role in the Compensation Setting Process
As requested by the Committee, management is responsible for
providing the outside compensation consultant with information
to facilitate the consultants 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
15
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
analyzed by the outside consultant for evaluation 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 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.
VF balances each of the Programs objectives by
establishing target compensation levels for executive pay to
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
setting the targets, the Committee also assesses whether they
promote unnecessary risk and has determined that they do not.
These levels are achieved through a combination of the following
elements of total direct compensation:
|
|
|
|
|
Base salary,
|
|
|
|
Annual cash incentive awards, and
|
|
|
|
Long-term equity incentive awards consisting of
|
|
|
|
|
|
performance-contingent restricted stock units
(RSUs), and
|
|
|
|
stock options.
|
Competitive
Compensation Targets
The Committee used information provided by Towers Perrin from
its executive compensation database, which includes executive
compensation data for over 800
U.S.-based
companies (the Comparison Data), to establish
compensation targets for 2008. The Comparison Data was provided
by Towers Perrin on an aggregated basis. Due to significant
variance in size among the companies in the Comparison Data,
Towers Perrin used regression analysis to size-adjust the
compensation data to VFs approximate annual revenue range.
Towers Perrin presents the size-adjusted data to the Committee.
The Committee does not receive or
16
use information on any subset of the database and the Committee
is not aware of the identities of the individual companies in
the database. The Committee utilizes that data to establish
compensation targets. 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 companies representative
of those most likely to compete with VF for executive talent.
The companies that comprised VFs Industry Group in 2008
were Columbia Sportswear Company, The Gap, Inc., Guess, Inc.,
Jones Apparel Group, Inc., Kellwood Company, Limited Brands,
Inc., Liz Claiborne, Inc., NIKE, Inc., Polo Ralph Lauren
Corporation, The Talbots, Inc., The Timberland Company and
Phillips-Van Heusen Corporation. In setting target levels of
compensation, the Committee uses the aggregate Comparison Data
provided by Towers Perrin as its principal tool because it is
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. For 2008, the target compensation was not above this range
for any named executive officer for whom the Committee
established a target. 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. 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. Based on the
Committee members evaluation of VFs Chief Executive
Officer and other executive officers, and on their assessment of
the value to VF of each individual and the risks to VF of losing
individuals viewed as key to VFs short-term and long-term
success, the Committee may position each executives total
direct compensation above, within or below the targeted range.
Benefits are set at levels intended to be competitive but are
not included in the Committees evaluation of total direct
compensation.
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 based on the
analysis provided by its compensation consultants 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-
17
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
higher level positions. The at-risk portions of 2008 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
|
|
|
|
84
|
%
|
|
|
|
|
|
|
Mr. Shearer
|
|
|
|
72
|
%
|
|
|
|
|
|
|
Ms. Cummings
|
|
|
|
71
|
%
|
|
|
|
|
|
|
Mr. Gannaway
|
|
|
|
65
|
%
|
|
|
|
|
|
|
Mr. Rogers
|
|
|
|
65
|
%
|
|
|
|
|
|
|
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 2008. The Committee reviewed the dollar amounts
affixed to all components of the executives 2008
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
in a manner consistent with Financial Accounting Standards Board
Statement No. 123(R), Share-Based Payment
(FAS 123(R))), 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.
18
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
responsibilities. In determining individual salaries, the
Committee considers the scope of job responsibilities,
individual contribution, current compensation, tenure, market
data provided by the Committees outside compensation
consultants, 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) the Committees assessment of the
individuals performance, (ii) the market rate for the
individuals position provided by the Committees
outside compensation consultants, and (iii) VFs
overall merit increase budget for salaries of senior employees.
The 2008 salaries of the executive officers were approved by all
independent members of the Board of Directors as well as the
Committee members.
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 outside compensation consultants provide
information based on their analysis of 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
the compensation data provided by the compensation consultants
and the recommendations of 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.
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 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. For the years
2006, 2007 and 2008, levels of achievement under the EIC Plan
were 134%, 177% and 12.5%, respectively, of the targeted
incentive opportunity. The Committee may exercise discretion to
reduce awards under the EIC Plan generally or for any individual
participant.
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
19
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. As described below,
the Committee exercised this discretion for the 2008 fiscal year.
Performance Goals. In 2008, performance goals
for the EIC Plan were set by the Committee utilizing criteria
and weighting recommended by management as well as advice from
the Committees compensation consultant. The performance
goals were seen as very aggressive and difficult to achieve. The
performance goals set by the Committee in February 2008 were
based on the following objectives and weighting:
|
|
|
|
|
|
|
|
|
Target
|
|
|
|
|
|
Weighting
|
|
|
|
|
|
|
|
|
|
|
10% increase from 2007 in VFs reported earnings per
share
|
|
|
|
75.0
|
%
|
|
|
|
|
|
|
|
|
|
9% increase from 2007 in revenues made up of:
|
|
|
5% of the increase coming from net revenues of continuing
businesses (excluding net revenues of recent acquisitions)
|
|
|
|
12.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
4% of the increase coming from net revenues of recent
acquisitions for the portion that occurred during 2008 of the
12-month period following the acquisition
|
|
|
|
12.5
|
%
|
|
|
|
|
|
|
|
|
|
Each objective excludes the effects of extraordinary and
nonrecurring items, required changes in accounting policies and
differences between actual foreign exchange rates during 2008
and the foreign exchange rates assumed in the VF 2008 financial
plan at the time the Committee set the targets. In February
2008, the Compensation Committee set the target awards for the
named executive officers for the fiscal year 2008. These target
awards are set forth on the Grants of Plan-Based Awards table on
page 30.
Based on VFs actual performance in 2008, in February 2009
the Committee determined that the level of achievement under the
EIC Plan was 12.5% of the targeted incentive opportunity for
2008. 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 27.
Fiscal 2008 Discretionary Bonus Payments. In
addition, in February 2009 the Committee exercised its judgment,
based upon its evaluation of VFs and the executives
performance during 2008, to grant the executives discretionary
cash bonuses. The Committee considered the following factors
regarding VFs actual financial performance in concluding
that discretionary bonuses were warranted:
|
|
|
|
|
2008 marked VFs sixth consecutive year of record revenues;
|
|
|
|
Earnings per share in 2008 were at the highest level in
VFs history;
|
|
|
|
VF achieved 12.3% operating profit for the year; and
|
20
|
|
|
|
|
VFs strong cash flow from operations in 2008 of
$679 million exceeded its
5-year
average of $628 million.
|
The Committee considered VFs performance on these and
other criteria during 2008, including stock price performance,
to be superior compared to the performance of VFs Industry
Group. In a year of economic turmoil and a global decline in
consumer spending, and despite VFs incurring a significant
restructuring charge in the fourth quarter of 2008, the
Committee determined that VFs and managements strong
performance in light of unprecedented challenges warranted
discretionary bonuses. In setting the specific discretionary
bonus amounts, the Committee considered the amount of
restructuring charges incurred to protect future profitability,
as well as the successes of 2008, and determined that these
achievements should be rewarded.
The discretionary bonuses are disclosed in the Bonus
column of the Summary Compensation Table on page 27.
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.
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 challenge 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 actual award. Actual awards
(excluding dividends) may range from 0% to 200% of the targeted
incentive. Deductibility 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 and this goal was achieved for
the
2006-2008
performance cycle. The Committee retains discretion with respect
to the actual awards provided that the pre-set goal is met.
In February 2009, the Committee decided that for purposes of the
MTIP payout it would deem the achievement for the third year of
the three-year performance cycle to be 80% although the level of
achievement of the challenge goal for the third year was 12.5%.
The Committee evaluated the factors listed above for
determination of the discretionary cash bonuses in determining
VFs level of achievement for purposes of the third year of
the three-year performance period. Therefore, the Committee
determined that the level of achievement of the goal for the
three-year period 2006 through 2008 was 130%, determined by
averaging the achievement of the goals under the EIC Plan for
two years, 2006 (134%) and 2007 (177%), and the deemed
performance of 80% for 2008.
21
The RSU payout made in February 2009 for the
2006-2008
performance period is set forth on the Option Exercises and
Stock Vested Table on page 35. The RSU target awards to the
executive officers made in February 2008 for the
2008-2010
performance period are set forth in the Grants of Plan-Based
Awards Table on page 30.
Stock
Options
Stock options awarded under the Stock Plan are intended to align
executives and shareholder 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. In
addition, in accordance with the executives
change-in-control
agreements described on page 24, 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.
Stock options are typically granted to the named executive
officers annually in February under the Stock Plan. Because the
Compensation Committee meets one or two days 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 4, 2008, to establish the grant date for the
options on February 8, 2008. 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
2008 are listed on the Grants of Plan-Based Awards Table on
page 30.
Restricted
Stock
Awards of restricted stock 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
under the Stock Plan are not part of regular annual
compensation. The decision to award restricted stock and the
amount of any particular award of restricted stock are
determined in consultation with the outside compensation
consultants.
22
On July 14, 2008, in connection with his election to serve
as Chairman of the Board in addition to President and Chief
Executive Officer, Mr. Wiseman was awarded
20,000 shares of restricted stock. The restricted stock
will vest in 2013 but is subject to forfeiture if
Mr. Wiseman leaves VF voluntarily or his employment is
terminated by VF, except that a pro rata portion of the
restricted stock would vest if his employment termination in due
to death or disability. In addition, in accordance with
Mr. Wisemans
change-in-control
agreement described on page 24, upon a change in control of
VF and termination of his employment, the restricted stock would
vest.
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 respecting awards
in 2008 and thereafter. 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.
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.
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
the 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 35.
Supplemental
Executive Retirement Plan
VFs 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
made a determination with respect to particular executives to
supplement the Pension Plan benefits of those 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.
23
Nonqualified
Deferred Compensation
VF senior executives, including the named executive officers,
have been permitted to defer compensation and receive 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 38.
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 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 39, 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. 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 also receive additional
payments under the Agreements to reimburse them for any
increased 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
24
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 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.
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 named executive 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 increases because of a tier change or
salary increase, a new five-year period to achieve the
incremental
25
guideline 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 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.
Mr. Wiseman, Mr. Shearer and Ms. Cummings have
exceeded their 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 outside compensation consultants. 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 3, 2009.
Ursula O. Fairbairn, Chairman
W. Alan McCollough
M. Rust Sharp
Raymond G. Viault
26
2006-2008
SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
Option
|
|
|
|
Plan
|
|
|
|
Compensation
|
|
|
|
All Other
|
|
|
|
|
|
Name and
|
|
|
|
|
|
|
Salary
|
|
|
|
Bonus
|
|
|
Awards
|
|
|
|
Awards
|
|
|
|
Compensation
|
|
|
|
Earnings
|
|
|
|
Compensation
|
|
|
|
Total
|
|
Principal Position
|
|
|
Year
|
|
|
|
($)
|
|
|
|
($)2
|
|
|
($)3
|
|
|
|
($)4
|
|
|
|
($)5
|
|
|
|
($)6
|
|
|
|
($)7
|
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric C. Wiseman
|
|
|
|
2008
|
|
|
|
|
$950,000
|
|
|
|
$641,250
|
|
|
|
$2,126,091
|
|
|
|
|
$1,816,028
|
|
|
|
|
$118,750
|
|
|
|
|
$499,200
|
|
|
|
|
$79,733
|
|
|
|
|
$6,231,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman, President and
|
|
|
|
2007
|
|
|
|
|
775,000
|
|
|
|
-0-
|
|
|
|
2,301,030
|
|
|
|
|
1,149,936
|
|
|
|
|
1,239,000
|
|
|
|
|
529,100
|
|
|
|
|
51,836
|
|
|
|
|
6,045,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive
Officer1
|
|
|
|
2006
|
|
|
|
|
687,500
|
|
|
|
-0-
|
|
|
|
1,512,142
|
|
|
|
|
1,188,936
|
|
|
|
|
804,000
|
|
|
|
|
396,600
|
|
|
|
|
99,362
|
|
|
|
|
4,688,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert K. Shearer
|
|
|
|
2008
|
|
|
|
|
623,400
|
|
|
|
259,875
|
|
|
|
873,152
|
|
|
|
|
573,227
|
|
|
|
|
48,125
|
|
|
|
|
285,500
|
|
|
|
|
28,588
|
|
|
|
|
2,691,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President and
|
|
|
|
2007
|
|
|
|
|
562,000
|
|
|
|
-0-
|
|
|
|
1,394,701
|
|
|
|
|
487,920
|
|
|
|
|
621,300
|
|
|
|
|
469,700
|
|
|
|
|
50,578
|
|
|
|
|
3,586,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
2006
|
|
|
|
|
540,000
|
|
|
|
-0-
|
|
|
|
887,841
|
|
|
|
|
1,136,352
|
|
|
|
|
487,300
|
|
|
|
|
763,000
|
|
|
|
|
50,941
|
|
|
|
|
3,865,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Candace S. Cummings
|
|
|
|
2008
|
|
|
|
|
498,400
|
|
|
|
223,750
|
|
|
|
625,986
|
|
|
|
|
424,199
|
|
|
|
|
41,250
|
|
|
|
|
198,000
|
|
|
|
|
25,892
|
|
|
|
|
2,037,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President
|
|
|
|
2007
|
|
|
|
|
450,000
|
|
|
|
-0-
|
|
|
|
922,229
|
|
|
|
|
358,720
|
|
|
|
|
531,000
|
|
|
|
|
1,170,900
|
|
|
|
|
48,851
|
|
|
|
|
3,481,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration, General
|
|
|
|
2006
|
|
|
|
|
412,000
|
|
|
|
-0-
|
|
|
|
518,160
|
|
|
|
|
432,595
|
|
|
|
|
358,300
|
|
|
|
|
391,500
|
|
|
|
|
50,176
|
|
|
|
|
2,162,731
|
|
Counsel and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Gannaway
|
|
|
|
2008
|
|
|
|
|
411,000
|
|
|
|
165,375
|
|
|
|
350,625
|
|
|
|
|
271,137
|
|
|
|
|
30,625
|
|
|
|
|
109,700
|
|
|
|
|
48,055
|
|
|
|
|
1,386,517
|
|
Vice President VF
Direct/Customer Teams
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boyd A. Rogers
|
|
|
|
2008
|
|
|
|
|
412,000
|
|
|
|
165,375
|
|
|
|
346,095
|
|
|
|
|
233,878
|
|
|
|
|
30,625
|
|
|
|
|
211,000
|
|
|
|
|
26,883
|
|
|
|
|
1,425,856
|
|
Vice President and President Supply Chain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mackey J. McDonald,
|
|
|
|
2008
|
|
|
|
|
291,000
|
|
|
|
196,937
|
|
|
|
4,460,636
|
|
|
|
|
917,173
|
|
|
|
|
36,463
|
|
|
|
|
-0-
|
|
|
|
|
47,693
|
|
|
|
|
5,949,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former
Chairman1
|
|
|
|
2007
|
|
|
|
|
1,180,000
|
|
|
|
-0-
|
|
|
|
7,090,260
|
|
|
|
|
2,716,544
|
|
|
|
|
2,088,600
|
|
|
|
|
2,277,500
|
|
|
|
|
82,594
|
|
|
|
|
15,435,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
1,140,000
|
|
|
|
-0-
|
|
|
|
4,677,251
|
|
|
|
|
3,289,650
|
|
|
|
|
1,527,600
|
|
|
|
|
1,722,600
|
|
|
|
|
80,510
|
|
|
|
|
12,437,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Effective August 1, 2008,
Mr. Wiseman became Chairman in addition to President and
Chief Executive Officer, and Mr. McDonald retired as
Chairman and as an employee of VF after 25 years of service.
|
|
2 |
|
The amounts in this column
represent discretionary bonus amounts paid to the executives
based on the performance factors on pages 20 and 21.
|
|
3 |
|
Awards of performance-based
restricted stock units (RSUs) for the three-year
performance periods of 2006 through 2008, 2007 through 2009, and
2008 through 2010 were made to each of the named executive
officers in February 2006, February 2007 and February 2008,
respectively, under the Mid-Term Incentive Plan described in
footnote 4 to the Grants of Plan-Based Awards Table on
page 30. Based on the performance of VF during the
three-year cycle, awards are paid out after the end of the
three-year cycle. The amounts shown for the RSUs in this column
are the expense amounts recognized for these awards for
financial statement reporting purposes in accordance with
Financial Accounting Standards Board Statement No. 123(R),
Share-Based Payment (FAS 123(R)). The
amounts or values ultimately realized by executives may be more
or less than the amounts recognized as expense for purposes of
FAS 123(R). Dividends (without compounding) accrue on these
RSUs. Dividends are paid on the RSUs when the awards are paid
out at the dividend rate applicable to all outstanding shares of
VF Common Stock as though the recipient held the shares for the
period of time beginning on the date of award. Dividends are
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. Also included in this column
for Mr. Wiseman for 2008 is $403,805, for 2007 is $274,500,
and for 2006 is $228,750, the expense amounts recognized in such
years for financial statement reporting purposes in accordance
with FAS 123(R) with respect to 25,000 shares of
restricted stock awarded to him on March 1, 2006 that vest
in 2011, and 20,000 shares of restricted stock awarded to
him on July 14, 2008 that vest in 2013, provided, in each
case, 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 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 restrictions as the original
award. Also included in this column for Mr. McDonald is
$274,000, the expense amount recognized for financial statement
reporting
|
27
|
|
|
|
|
purposes in 2006, and $28,526, the
expense amount recognized for financial statement reporting
purposes in 2007, in accordance with FAS 123(R) with
respect to 10,000 RSUs awarded by the Compensation Committee on
February 7, 2005 that vested on February 7, 2007.
|
|
4 |
|
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 33. 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 expense amounts recognized for financial statement
reporting purposes in 2006, 2007 and 2008, respectively, in
accordance with FAS 123(R) 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. For those executives who have a minimum of
ten years service and have reached age 55 and are therefore
eligible to retire, the expense amount recognized for financial
statement reporting purposes is the full value of the option on
the date of the award. For those executives who are not eligible
to retire at the date of grant, the expense of the option is
recognized over the vesting period. However, if an executive
will become eligible to retire during the vesting period, the
period over which the expense is recognized is condensed into
the period from the grant date until the executive becomes
eligible to retire. Options granted to retirement eligible
employees also have a lower fair value based on the assumption
that the employees will hold the options for a shorter period of
time. The assumptions used and the resulting weighted average
value of stock options granted during 2008 is summarized in
Note P to VFs consolidated financial statements
included in its Annual Report on
Form 10-K
for the fiscal year ended January 3, 2009. There can be no
assurance that the FAS 123(R) amounts will be realized.
|
|
5 |
|
The amounts in this column
represent cash awards earned during 2006, 2007 and 2008,
respectively, under the VF EIC Plan described in footnote 3 to
the Grants of Plan-Based Awards Table on page 30.
|
|
6 |
|
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 2006, 2007 and 2008, 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 38. A substantial portion of Mr. McDonalds
accumulated pension benefit was paid out to him upon his
retirement in August 2008 as disclosed in the Pension Benefits
Table on page 37. Accordingly, as there was no increase in
the value of the accumulated benefit over the prior year, no
amount is reported for him in this column.
|
28
|
|
|
7 |
|
All Other Compensation includes the
following:
|
2008 Incremental
Cost of Perquisites Provided to Named Executive
Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VFs Matching
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
|
|
|
|
|
|
Personal
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
Financial
|
|
|
Car
|
|
|
Use of
|
|
|
Tax Gross-
|
Name
|
|
|
Total
|
|
|
Savings Plan
|
|
|
Planning
|
|
|
Allowance
|
|
|
Aircraft1
|
|
|
Ups
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Wiseman
|
|
|
$
|
79,733
|
|
|
|
$
|
12,500
|
|
|
|
$
|
10,900
|
|
|
|
$
|
23,400
|
|
|
|
$
|
25,200
|
|
|
|
$
|
7,7332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Shearer
|
|
|
|
28,588
|
|
|
|
|
12,500
|
|
|
|
|
10,900
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
5,1883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Cummings
|
|
|
|
25,892
|
|
|
|
|
12,500
|
|
|
|
|
10,900
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
2,4924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Gannaway
|
|
|
|
48,055
|
|
|
|
|
12,500
|
|
|
|
|
10,900
|
|
|
|
|
23,400
|
|
|
|
|
-0-
|
|
|
|
|
1,2554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Rogers
|
|
|
|
26,883
|
|
|
|
|
12,500
|
|
|
|
|
-0-
|
|
|
|
|
14,383
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. McDonald
|
|
|
|
47,693
|
|
|
|
|
12,500
|
|
|
|
|
10,900
|
|
|
|
|
14,400
|
|
|
|
|
4,340
|
|
|
|
|
5,5532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
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.
|
|
2 |
|
These amounts represent tax
gross-ups on
financial planning, personal use of aircraft, and use of
aircraft by family or guests accompanying the executive on
flights, for which there is no incremental cost to VF, but which
is taxable to the executive.
|
|
3 |
|
This amount represents tax
gross-ups on
financial planning and use of aircraft by family or guests
accompanying the executive on business flights, for which there
is no incremental cost to VF, but which is taxable to the
executive.
|
|
4 |
|
These amounts represent tax
gross-ups on
financial planning.
|
29
2008 GRANTS OF
PLAN-BASED AWARDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
|
|
All
|
|
|
|
|
|
|
|
Closing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
Other
|
|
|
|
|
|
|
|
Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
Option
|
|
|
|
|
|
|
|
Price on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
Awards:
|
|
|
|
Exercise
|
|
|
|
Date of
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant
|
|
|
|
Estimated Possible Payouts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
or Base
|
|
|
|
Grant if
|
|
|
|
|
|
|
|
|
|
|
|
|
Date for
|
|
|
|
Under Non-Equity Incentive Plan
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
|
|
|
|
Exercise
|
|
|
|
of Award
|
|
Name
|
|
|
Date1
|
|
|
|
Awards2
|
|
|
|
($)
|
|
|
|
($)
|
|
|
|
($)
|
|
|
|
(#)
|
|
|
|
(#)
|
|
|
|
(#)
|
|
|
|
(#)
|
|
|
|
(#)
|
|
|
|
($/Sh)
|
|
|
|
Price2($)
|
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Wiseman
|
|
|
|
02/04/2008
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
$
|
950,000
|
|
|
|
$
|
1,900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
26,148
|
|
|
|
|
52,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,042,1596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113,700
|
|
|
|
$
|
79.50
|
|
|
|
$
|
79.80
|
|
|
|
|
2,247,8495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/14/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,410,6007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Shearer
|
|
|
|
02/04/2008
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
385,000
|
|
|
|
|
770,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
7,972
|
|
|
|
|
15,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
622,6136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,664
|
|
|
|
|
79.50
|
|
|
|
|
79.80
|
|
|
|
|
573,3435
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Cummings
|
|
|
|
02/04/2008
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
330,000
|
|
|
|
|
660,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
5,900
|
|
|
|
|
11,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
460,7906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,652
|
|
|
|
|
79.50
|
|
|
|
|
79.80
|
|
|
|
|
424,2845
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Gannaway
|
|
|
|
02/04/2008
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
245,000
|
|
|
|
|
490,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
3,253
|
|
|
|
|
6,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
254,0596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,143
|
|
|
|
|
79.50
|
|
|
|
|
79.80
|
|
|
|
|
279,6075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Rogers
|
|
|
|
02/04/2008
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
245,000
|
|
|
|
|
490,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
3,253
|
|
|
|
|
6,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
254,0596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,143
|
|
|
|
|
79.50
|
|
|
|
|
79.80
|
|
|
|
|
233,8785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. McDonald
|
|
|
|
02/04/2008
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
500,000
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,463
|
|
|
|
|
79.50
|
|
|
|
|
79.80
|
|
|
|
|
917,3585
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
|
|
|
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 2008, the Committee acted on February 4 to establish
February 8 as the grant date for the options. The closing price
of a share of VF Common Stock on February 8, 2008 was
$79.80; the average of the high and low price of a share of VF
Common Stock on February 8, 2008 was $79.50 (in each case,
rounded up to the nearest one-tenth). 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. In 2008, performance goals were based on
VFs reported earnings per share, net revenues of existing
businesses and net revenues of recent acquisitions (each
excluding the effects of extraordinary and nonrecurring items,
required changes in accounting policies and differences between
actual foreign exchange rates during 2008 and the foreign
exchange rates assumed in the VF 2008 financial plan at the time
the Committee set the targets). 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. For the years 2006,
2007 and 2008, levels of achievement of performance goals under
the EIC Plan as determined by the Committee were 134%, 177% and
12.5%, respectively, of the targeted incentive opportunity. The
amounts actually paid to the executives for 2008 performance are
set forth on the Summary Compensation Table on page 27.
|
|
4 |
|
These awards were made to the
named executive officers in February 2008 for the three-year
performance period of 2008 through 2010 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 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,
disability or retirement, (ii) 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
(iii) 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. Dividends are paid on the shares awarded under
the MTIP. When the awards are paid out, the amount of dividends
is calculated at the dividend rate applicable to all outstanding
shares of VF Common Stock as though the recipient held the
shares for the period of time beginning on the date of grant.
The dividends are then paid in additional shares of stock
calculated by dividing the accrued dividends 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. Dividends are not compounded.
|
|
5 |
|
The fair value on the date of grant
of each option award was computed in accordance with
FAS 123(R) 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 2008 are summarized in
Note P to VFs consolidated financial statements
included in its Annual Report on
Form 10-K
for the fiscal year ended January 3, 2009.
|
|
6 |
|
The aggregate fair value of the
RSUs was computed in accordance with FAS 123(R). Fair value
for the RSUs was calculated by multiplying $78.10 per share (the
average of the high and the low price of VF Common Stock on the
date of the award rounded up to the nearest one-tenth) by the
target award.
|
31
|
|
|
7 |
|
On July 14, 2008, in
connection with his election as Chairman of the Board of VF, the
Compensation Committee awarded Mr. Wiseman
20,000 shares of restricted stock that vest on
July 14, 2013, provided that Mr. Wiseman 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 on these shares of restricted stock
are invested in additional shares that are subject to the same
restrictions as the original award. The aggregate fair value of
Mr. Wisemans restricted stock award was computed in
accordance with FAS 123(R). Fair value for the restricted
stock award was calculated by multiplying $70.53 per share (the
average of the high and the low price of VF Common Stock on the
date of the award) by the target award.
|
32
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
Awards1
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan
|
|
|
|
or Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
Market
|
|
|
|
Number of
|
|
|
|
Unearned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
|
Value of
|
|
|
|
Unearned
|
|
|
|
Shares,
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Units of
|
|
|
|
Shares or
|
|
|
|
Shares,
|
|
|
|
Units or
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
Units of
|
|
|
|
Units or
|
|
|
|
Other
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
|
That
|
|
|
|
Stock That
|
|
|
|
Other Rights
|
|
|
|
Rights
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
Option
|
|
|
|
Have Not
|
|
|
|
Have Not
|
|
|
|
That Have
|
|
|
|
That Have
|
|
|
|
|
Options(#)
|
|
|
Options(#)
|
|
|
Exercise
|
|
|
|
Expiration
|
|
|
|
Vested
|
|
|
|
Vested
|
|
|
|
Not Vested
|
|
|
|
Not Vested
|
|
Name
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price ($)
|
|
|
|
Date
|
|
|
|
(#)
|
|
|
|
($)2
|
|
|
|
(#)3
|
|
|
|
($)3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric C. Wiseman
|
|
|
50,000
|
|
|
-0-
|
|
|
$
|
35.40
|
|
|
|
|
2/05/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
-0-
|
|
|
|
40.90
|
|
|
|
|
2/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
-0-
|
|
|
|
34.60
|
|
|
|
|
2/13/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,300
|
|
|
-0-
|
|
|
|
44.80
|
|
|
|
|
2/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,700
|
|
|
-0-
|
|
|
|
60.20
|
|
|
|
|
2/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,867
|
|
|
31,933
|
|
|
|
56.80
|
|
|
|
|
2/09/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,167
|
|
|
40,333
|
|
|
|
76.10
|
|
|
|
|
2/08/2017
|
|
|
|
|
25,0004
|
|
|
|
$
|
1,421,750
|
|
|
|
|
20,0855
|
|
|
|
$
|
1,142,234
|
|
|
|
|
-0-
|
|
|
113,700
|
|
|
|
79.50
|
|
|
|
|
2/07/2018
|
|
|
|
|
20,0004
|
|
|
|
|
1,137,400
|
|
|
|
|
33,9926
|
|
|
|
|
1,933,148
|
|
|
Robert K. Shearer
|
|
|
30,000
|
|
|
-0-
|
|
|
|
35.40
|
|
|
|
|
2/05/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
-0-
|
|
|
|
40.90
|
|
|
|
|
2/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
-0-
|
|
|
|
34.60
|
|
|
|
|
2/13/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,600
|
|
|
-0-
|
|
|
|
44.80
|
|
|
|
|
2/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,700
|
|
|
-0-
|
|
|
|
60.20
|
|
|
|
|
2/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,867
|
|
|
16,933
|
|
|
|
56.80
|
|
|
|
|
2/09/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,700
|
|
|
21,400
|
|
|
|
76.10
|
|
|
|
|
2/08/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,6605
|
|
|
|
|
606,234
|
|
|
|
|
-0-
|
|
|
34,664
|
|
|
|
79.50
|
|
|
|
|
2/07/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,3646
|
|
|
|
|
589,378
|
|
|
Candace S. Cummings
|
|
|
20,000
|
|
|
-0-
|
|
|
|
35.40
|
|
|
|
|
2/05/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,000
|
|
|
-0-
|
|
|
|
40.90
|
|
|
|
|
2/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,000
|
|
|
-0-
|
|
|
|
34.60
|
|
|
|
|
2/13/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,600
|
|
|
-0-
|
|
|
|
44.80
|
|
|
|
|
2/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,300
|
|
|
-0-
|
|
|
|
60.20
|
|
|
|
|
2/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,934
|
|
|
11,966
|
|
|
|
56.80
|
|
|
|
|
2/09/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,867
|
|
|
15,733
|
|
|
|
76.10
|
|
|
|
|
2/08/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,8005
|
|
|
|
|
443,586
|
|
|
|
|
-0-
|
|
|
25,652
|
|
|
|
79.50
|
|
|
|
|
2/07/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,6706
|
|
|
|
|
436,193
|
|
|
Michael T. Gannaway
|
|
|
18,800
|
|
|
-0-
|
|
|
|
60.20
|
|
|
|
|
2/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,334
|
|
|
6,666
|
|
|
|
56.80
|
|
|
|
|
2/09/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,417
|
|
|
8,833
|
|
|
|
76.10
|
|
|
|
|
2/08/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,4205
|
|
|
|
|
251,365
|
|
|
|
|
-0-
|
|
|
14,143
|
|
|
|
79.50
|
|
|
|
|
2/07/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,2296
|
|
|
|
|
240,498
|
|
|
Boyd A. Rogers
|
|
|
9,500
|
|
|
-0-
|
|
|
|
44.80
|
|
|
|
|
2/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,400
|
|
|
-0-
|
|
|
|
60.20
|
|
|
|
|
2/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,934
|
|
|
6,466
|
|
|
|
56.80
|
|
|
|
|
2/09/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,417
|
|
|
8,833
|
|
|
|
76.10
|
|
|
|
|
2/08/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,4205
|
|
|
|
|
251,365
|
|
|
|
|
-0-
|
|
|
14,143
|
|
|
|
79.50
|
|
|
|
|
2/07/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,2296
|
|
|
|
|
240,498
|
|
|
Mackey J. McDonald
|
|
|
63,997
|
|
|
-0-
|
|
|
|
40.90
|
|
|
|
|
2/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
350,000
|
|
|
-0-
|
|
|
|
34.60
|
|
|
|
|
2/13/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
213,400
|
|
|
-0-
|
|
|
|
44.80
|
|
|
|
|
2/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
|
-0-
|
|
|
|
60.20
|
|
|
|
|
2/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182,000
|
|
|
91,000
|
|
|
|
56.80
|
|
|
|
|
2/09/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,574
|
|
|
119,146
|
|
|
|
76.10
|
|
|
|
|
2/08/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
55,463
|
|
|
|
79.50
|
|
|
|
|
2/07/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
33
|
|
|
|
|
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 2008 fiscal year are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting Schedule of Unvested Options
|
|
|
|
|
|
|
|
Vest
|
|
|
|
Vest
|
|
|
|
Vest
|
|
|
|
|
|
|
|
February 10,
|
|
|
|
February 9,
|
|
|
|
February 8,
|
|
Name
|
|
|
Grant Date
|
|
|
2009
|
|
|
|
2010
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Wiseman
|
|
|
2/10/2006
|
|
|
|
31,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/09/2007
|
|
|
|
20,167
|
|
|
|
|
20,166
|
|
|
|
|
|
|
|
|
|
2/08/2008
|
|
|
|
37,900
|
|
|
|
|
37,900
|
|
|
|
|
37,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Shearer
|
|
|
2/10/2006
|
|
|
|
16,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/09/2007
|
|
|
|
10,700
|
|
|
|
|
10,700
|
|
|
|
|
|
|
|
|
|
2/08/2008
|
|
|
|
11,555
|
|
|
|
|
11,555
|
|
|
|
|
11,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Cummings
|
|
|
2/10/2006
|
|
|
|
11,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/09/2007
|
|
|
|
7,867
|
|
|
|
|
7,866
|
|
|
|
|
|
|
|
|
|
2/08/2008
|
|
|
|
8,551
|
|
|
|
|
8,551
|
|
|
|
|
8,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Gannaway
|
|
|
2/10/2006
|
|
|
|
6,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/09/2007
|
|
|
|
4,417
|
|
|
|
|
4,416
|
|
|
|
|
|
|
|
|
|
2/08/2008
|
|
|
|
4,715
|
|
|
|
|
4,714
|
|
|
|
|
4,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Rogers
|
|
|
2/10/2006
|
|
|
|
6,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/09/2007
|
|
|
|
4,417
|
|
|
|
|
4,416
|
|
|
|
|
|
|
|
|
|
2/08/2008
|
|
|
|
4,715
|
|
|
|
|
4,714
|
|
|
|
|
4,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. McDonald
|
|
|
2/10/2006
|
|
|
|
91,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/09/2007
|
|
|
|
59,573
|
|
|
|
|
59,573
|
|
|
|
|
|
|
|
|
|
2/08/2008
|
|
|
|
18,488
|
|
|
|
|
18,488
|
|
|
|
|
18,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
The market value of restricted
stock awards reported in this column was computed by multiplying
$56.87, the closing market price of VFs stock at
January 3, 2009, by the number of shares or units of stock
awarded.
|
|
3 |
|
The values in these columns assume
an achievement level of 130% of the target amount, which was the
actual level of achievement for the three-year performance
period ended January 3, 2009. The final level of
achievement for the awards in these columns may differ. The
number of RSUs was calculated by multiplying 130% by the target
number of RSUs awarded, and the dollar value was calculated by
multiplying 130% of the target number of RSUs awarded by $56.87,
the closing market price of VF Common Stock at January 3,
2009.
|
|
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
restrictions as the original award. Dividends accrued as of
January 3, 2009, were 2,626, and, multiplying this figure
by $56.87, the closing market price of VFs stock at
January 3, 2009, the dividends were valued at $149,341 as
of that date.
|
|
5 |
|
This number represents the number
of RSUs that were awarded under the MTIP by the Compensation
Committee in February 2007 for the three-year performance period
ending December 2009, multiplied by an assumed achievement level
of 130%.
|
34
|
|
|
6 |
|
This number represents the number
of RSUs that were awarded under the MTIP by the Compensation
Committee in February 2008 for the three-year performance period
ending December 2010 multiplied by an assumed achievement level
of 130%.
|
2008 OPTION
EXERCISES AND STOCK VESTED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
|
Stock
Awards2
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
Acquired on
|
|
|
|
Value Realized
|
|
|
|
Acquired on
|
|
|
|
Value Realized
|
|
|
|
|
Exercise
|
|
|
|
on Exercise
|
|
|
|
Vesting
|
|
|
|
on Vesting
|
|
Name
|
|
|
(#)
|
|
|
|
($)1
|
|
|
|
(#)
|
|
|
|
($)3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric C. Wiseman
|
|
|
|
-0-
|
|
|
|
|
$-0-
|
|
|
|
|
30,536
|
|
|
|
|
$1,752,777
|
|
|
Robert K. Shearer
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
16,209
|
|
|
|
|
930,384
|
|
|
Candace S. Cummings
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
11,433
|
|
|
|
|
656,253
|
|
|
Michael T. Gannaway
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
6,368
|
|
|
|
|
365,508
|
|
|
Boyd A. Rogers
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
6,223
|
|
|
|
|
357,201
|
|
|
Mackey J. McDonald
|
|
|
|
750,065
|
|
|
|
|
31,947,547
|
|
|
|
|
108,623
|
|
|
|
|
6,234,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 30, for the three-year period ending
January 3, 2009. For Mr. McDonald, these columns also
report payout of a pro rata portion of the
2007-2009
cycle in accordance with the terms of the MTIP for the portion
of the cycle that Mr. McDonald was employed with VF. The
RSUs were paid out following the determination by the
Compensation Committee on February 9, 2009 of the level of
achievement for the performance period.
|
|
3 |
|
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 $57.40,
the fair market value of the underlying shares on
February 9, 2009, the payout date. 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. No amounts
reported in this column were deferred.
|
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 the named executive officers. 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
35
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 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 made a determination with respect to particular
executives to supplement the Pension Plan benefits of those
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 and a portion of the
value of shares delivered respecting RSUs 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, regardless of whether they otherwise qualify
for early retirement under the Pension Plan.
The assumptions underlying the present values of the named
executive officers pension benefits are the assumptions
used for financial statement reporting purposes and are set
forth in Note N to VFs Consolidated Financial
Statements in its Annual Report on
Form 10-K
for the fiscal year ended January 3, 2009, except that
retirement age is assumed to be age 65, the normal
retirement age specified in the Pension Plan. The
2008 year-end discount rate was estimated, for the purpose
of these calculations, at 6.5%.
36
2008 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. Wiseman
|
|
|
VF Corporation Pension Plan
|
|
|
|
13
|
|
|
|
$
|
517,800
|
|
|
|
|
$-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Executive Retirement Plan
|
|
|
|
13
|
|
|
|
|
1,890,300
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert K.
Shearer4
|
|
|
VF Corporation Pension Plan
|
|
|
|
22
|
|
|
|
|
1,270,100
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Executive Retirement Plan
|
|
|
|
22
|
|
|
|
|
1,949,500
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Candace S.
Cummings4
|
|
|
VF Corporation Pension Plan
|
|
|
|
14
|
|
|
|
|
1,182,900
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Executive Retirement Plan
|
|
|
|
25
|
2
|
|
|
|
2,842,900
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Gannaway
|
|
|
VF Corporation Pension Plan
|
|
|
|
5
|
|
|
|
|
106,500
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Executive Retirement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
5
|
|
|
|
|
295,300
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boyd A.
Rogers4
|
|
|
VF Corporation Pension Plan
|
|
|
|
25
|
|
|
|
|
1,119,000
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Executive Retirement Plan
|
|
|
|
25
|
|
|
|
|
1,434,700
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mackey J.
McDonald5
|
|
|
VF Corporation Pension Plan
|
|
|
|
25
|
|
|
|
|
1,600,000
|
|
|
|
|
56,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Executive Retirement Plan
|
|
|
|
25
|
|
|
|
|
5,039,758
|
|
|
|
|
7,983,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 3, 2009.
|
|
2 |
|
Ms. Cummings years of
credited service with respect to the SERP are different from her
actual years of credited service. Ms. Cummings had 14
actual years of credited service at December 31, 2008 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, 2008 payable
at age 65 is based on 25 years of credited service,
rather than her 14 actual years of credited service. The present
value of her SERP benefit without consideration of the
additional years of service credited pursuant to the Second
Determination would be $1,071,500 rather than the $2,842,900
shown in the table. Therefore, the increase to the present value
of the SERP benefit due to the extra service awarded her under
the Second Determination is $1,771,400.
|
|
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 3, 2009.
|
|
4 |
|
These named executive officers were
eligible for early retirement on January 3, 2009. 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 |
|
Mr. McDonald retired from VF
on August 1, 2008.
|
37
NONQUALIFIED
DEFERRED COMPENSATION
VF senior executives, including the named executive officers,
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 ($102,000 for
2008) (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
$25,000 deferred by the executive for the year.
Accounts deferred after January 1, 2005 are payable in
either a lump sum or in up to 10 annual installments following
termination of employment, as elected by the executive at the
time of deferral. With respect to accounts prior to
January 1, 2005 an executive may request, subject to VF
approval, distribution in a lump sum or in up to 10 annual
installments following termination of employment. Prior to
termination of employment, an executive may receive a
distribution of the executives deferred account upon an
unexpected financial hardship.
Accounts under the EDSP are credited with earnings and losses
based on certain hypothetical investments selected by the
executive. The hypothetical investment alternatives available to
executives include various mutual funds as well as VF Common
Stock. Executives may change such hypothetical investment
elections on a daily basis (although executive officers of VF
subject to Section 16 of the Securities Exchange Act of
1934 are generally restricted in changing their hypothetical
investment elections with respect to VF Common Stock).
In addition, under the Stock Plan, participants were permitted
to defer settlement of RSUs (the Deferred RSUs)
received for performance cycles ended on or before
December 31, 2005. Dividends accrue on the Deferred RSUs.
The aggregate value of the Deferred RSUs and the dividends
accrued on those RSUs during 2008 are included in the table
below.
2008 NONQUALIFIED
DEFERRED COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
Executive
|
|
|
|
VF
|
|
|
|
Aggregate
|
|
|
|
Aggregate
|
|
|
|
Balance at
|
|
|
|
|
Contributions
|
|
|
|
Contributions
|
|
|
|
Earnings in
|
|
|
|
Withdrawals/
|
|
|
|
January 3,
|
|
|
|
|
in 2008
|
|
|
|
in 2008
|
|
|
|
2008
|
|
|
|
Distributions
|
|
|
|
2009
|
|
Name
|
|
|
($)1,2
|
|
|
|
($)3
|
|
|
|
($)4
|
|
|
|
($)
|
|
|
|
($)5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric C. Wiseman
|
|
|
$
|
103,000
|
|
|
|
$
|
12,500
|
|
|
|
$
|
(1,339,885
|
)
|
|
|
|
$-0-
|
|
|
|
$
|
3,555,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert K. Shearer
|
|
|
|
200,000
|
|
|
|
|
12,500
|
|
|
|
|
(176,166
|
)
|
|
|
|
-0-
|
|
|
|
|
5,038,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Candace S. Cummings
|
|
|
|
49,024
|
|
|
|
|
12,500
|
|
|
|
|
(569,249
|
)
|
|
|
|
-0-
|
|
|
|
|
2,827,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Gannaway
|
|
|
|
25,000
|
|
|
|
|
12,500
|
|
|
|
|
(23,967
|
)
|
|
|
|
-0-
|
|
|
|
|
156,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boyd A. Rogers
|
|
|
|
378,640
|
|
|
|
|
12,500
|
|
|
|
|
(433,408
|
)
|
|
|
|
-0-
|
|
|
|
|
1,667,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mackey J. McDonald
|
|
|
|
25,000
|
|
|
|
|
12,500
|
|
|
|
|
(1,007,441
|
)
|
|
|
|
5,907,040
|
|
|
|
|
2,535,982
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Amounts reported in this column are
included in the Summary Compensation Table on page 27.
|
|
2 |
|
The type of compensation permitted
to be deferred is cash compensation.
|
38
|
|
|
3 |
|
Amounts reported in this column are
included as All Other Compensation in the Summary Compensation
Table on page 27.
|
|
4 |
|
This column includes earnings and
(losses) on deferrals described in footnote 2 above as well as
dividends accrued on Deferred RSUs during 2008. This column also
includes the value of all Deferred RSUs and dividends accrued on
Deferred RSUs. The aggregate number of Deferred RSUs for each
executive at year end was: Mr. Wiseman: 5,630;
Mr. Shearer: 13,052; Ms. Cummings: 5,638;
Mr. Rogers: 5,288; and Mr. McDonald: 41,603. The value
for these deferred RSUs for each executive was calculated by
multiplying $56.87, the closing price of VF Common Stock at
January 3, 2009, by the number of Deferred RSUs held by
each executive. All amounts and Deferred RSUs deferred by the
named executive officers in prior years were 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.
|
|
5 |
|
This column reflects the aggregate
amount of Deferred RSUs, 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
dividends and investment earnings thereon.
|
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 3,
2009.
The descriptions below do not include the following amounts that
the executives would also receive in all termination scenarios:
(a) retirement benefits under the Pension Plan and SERP,
the present value of which is disclosed in the Pension Benefits
Table on page 37,
(b) the aggregate balance disclosed in the Nonqualified
Deferred Compensation table above,
(c) the executives EIC Plan payment for the year
ended January 3, 2009, as disclosed in the Summary
Compensation Table on page 27, 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 or termination with cause.
The named executive officers do not have employment contracts
with VF; all of the potential payments outlined below are
defined in benefit plan documents described in this proxy
statement.
Potential
Payments upon a Change in Control
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
39
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 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,
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. 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.
40
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 3, 2009, 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
|
|
|
$
|
6,545,110
|
|
|
|
$
|
5,076,102
|
|
|
|
$
|
2,235
|
|
|
|
$
|
61,650
|
|
|
|
$
|
632,835
|
|
|
|
$
|
4,774,904
|
|
|
|
$
|
17,092,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Shearer
|
|
|
|
3,721,653
|
|
|
|
|
1,022,409
|
|
|
|
|
1,185
|
|
|
|
|
49,971
|
|
|
|
|
501,720
|
|
|
|
|
-0-
|
|
|
|
|
5,296,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Cummings
|
|
|
|
2,996,143
|
|
|
|
|
751,651
|
|
|
|
|
838
|
|
|
|
|
47,451
|
|
|
|
|
1,020,554
|
|
|
|
|
-0-
|
|
|
|
|
4,816,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Gannaway
|
|
|
|
2,400,970
|
|
|
|
|
421,122
|
|
|
|
|
467
|
|
|
|
|
45,105
|
|
|
|
|
301,637
|
|
|
|
|
1,478,623
|
|
|
|
|
4,647,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Rogers
|
|
|
|
2,403,960
|
|
|
|
|
421,122
|
|
|
|
|
453
|
|
|
|
|
45,120
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
2,870,655
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
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 3, 2009, 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 $56.87,
the closing price of VFs Common Stock at January 3,
2009.
|
|
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 3, 2009, are the
2007-2009
and
2008-2010
RSU award cycles. For Mr. Wiseman, the amount in this
column also includes $2,559,150, the value of accelerated
vesting of Mr. Wisemans 45,000 shares of
restricted stock described in footnote 3 to the Summary
Compensation Table on page 27 which would be subject to
accelerated vesting.
|
|
5 |
|
The amount in this column
represents the in-the-money value of unvested stock
options; however, Ms. Cummings, Mr. Rogers and
Mr. Shearer are retirement eligible and their options would
continue to vest 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 accelerated SERP benefits.
|
Payments Upon
Retirement
Under the Stock Plan, upon retirement, executives who are
eligible to retire are eligible to receive settlement of a pro
rata portion of RSUs they are deemed to have earned upon
retirement, and options continue to vest according to the
original schedule and remain exercisable for a period of
36 months. The following chart shows the estimated value of
all
41
unexercisable options and the pro rata portion of RSU awards on
January 3, 2009, assuming the executives had retired on
that date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested Stock
|
|
|
|
|
|
Name
|
|
|
RSU
Awards1
|
|
|
|
Options2
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Wiseman
|
|
|
|
$-0-
|
|
|
|
|
$-0-
|
|
|
|
|
$-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr.
Shearer3
|
|
|
|
540,549
|
|
|
|
|
1,185
|
|
|
|
|
541,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms.
Cummings3
|
|
|
|
396,725
|
|
|
|
|
838
|
|
|
|
|
397,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Gannaway
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr.
Rogers3
|
|
|
|
223,215
|
|
|
|
|
453
|
|
|
|
|
223,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Valuations in this column reflect a
price per share of $56.87, the closing price of VFs Common
Stock at January 3, 2009, and assume that the prorated
values of target awards are paid upon early retirement for
incomplete cycles
(2007-2009
and
2008-2010).
|
|
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 $56.87
per share of VF Common Stock.
|
|
3 |
|
These named executive officers were
eligible for early retirement on January 3, 2009.
|
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.
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, Ms. Cummings,
Mr. Rogers and Mr. Shearer are eligible to retire (see
Payments Upon Retirement, above).
42
2008 EQUITY
COMPENSATION PLAN INFORMATION TABLE
The following table provides information as of January 3,
2009, 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
|
|
|
9,661,222
|
|
|
$
|
59.29
|
|
|
|
7,108,954
|
|
Equity compensation plans not approved by shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
9,661,222
|
|
|
$
|
59.29
|
|
|
|
7,108,954
|
|
|
|
|
|
|
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 dividend equivalents. As of January 3, 2009,
there were 261,092 stock equivalents outstanding in the stock
equivalent accounts under these plans.
|
|
2 |
|
The number of shares includes
1,194,388 restricted stock units that were outstanding on
January 3, 2009, 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 30. The number of
shares also includes 103,336 restricted stock units that have
been awarded to participants but that participants have elected
to defer and 43,770 special restricted stock units. 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. Had these restricted stock
units been included in the calculation, the weighted-average
exercise price reflected in column (b) would have been
$51.06.
|
|
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.
|
43
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 10, 2009,
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 2008, as indicated in the footnotes below.
|
|
|
|
|
|
|
|
|
|
|
Beneficial Owner
|
|
Amount of Beneficial
|
|
|
Percent
|
|
and Nature of Ownership
|
|
Ownership1
|
|
|
of Class
|
|
|
|
|
Ursula O. Fairbairn, M. Rust Sharp and PNC Bank, N.A.,
P.O. Box 7648,
Philadelphia, PA 19101,
as Trustees under Deeds of Trust dated August 21,
19512,3,4
|
|
|
12,676,151 shares
|
|
|
|
11.5
|
%
|
Ursula O. Fairbairn, M. Rust Sharp 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
|
|
|
|
19.7
|
%
|
Capital Research Global Investors
333 South Hope Street
Los Angeles, CA
900715
|
|
|
5,750,000 shares
|
|
|
|
5.2
|
%
|
|
|
|
|
|
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. Sharp 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
21,700,057 shares (19.7% of the class outstanding) of the
VF Common Stock in various trust and agency accounts on
December 31, 2008, according to a Schedule 13G/A filed
by the Bank with the Securities and Exchange Commission on
February 12, 2009. As to all such shares, the Bank and its
affiliates had sole voting power over 40,847 shares, shared
voting power over 21,654,103 shares, sole dispositive power
over 29,255 shares and shared dispositive power over
21,666,741 shares.
|
|
5 |
|
The information in the above table
concerning Capital Research Global Investors
(Capital) was obtained from a Schedule 13G/A
filed with the Securities and Exchange Commission on
February 17, 2009, reporting beneficial ownership at
December 31, 2008. Capital reported that it had sole
dispositive power over all of such shares, sole voting power
over 1,950,000 such shares and shared voting power over none of
such shares.
|
Common Stock
Ownership of Management
The following table reflects, as of March 10, 2009, 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
44
of the group exercise sole voting and dispositive power, except
as indicated in the footnotes. Share ownership of
Ms. Fairbairn and Mr. Sharp 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 January 3, 2009.
|
|
|
|
|
|
|
|
|
Total Shares Beneficially
|
|
Name of Beneficial Owner
|
|
Owned1,2,3
|
|
|
|
|
Directors:
|
|
|
|
|
Charles V. Bergh
|
|
|
575
|
|
Juliana Chugg
|
|
|
-0-
|
|
Juan Ernesto de Bedout
|
|
|
54,057
|
|
Ursula O. Fairbairn
|
|
|
21,716,521
|
|
Barbara S. Feigin
|
|
|
57,064
|
|
George Fellows
|
|
|
48,813
|
|
Robert J. Hurst
|
|
|
89,141
|
|
W. Alan McCollough
|
|
|
49,907
|
|
Clarence Otis, Jr.
|
|
|
33,223
|
|
M. Rust Sharp
|
|
|
21,710,064
|
|
Raymond G. Viault
|
|
|
43,265
|
|
Named Executive Officers:
|
|
|
|
|
Candace S. Cummings
|
|
|
215,297
|
|
Michael T. Gannaway
|
|
|
63,380
|
|
Mackey J.
McDonald4
|
|
|
1,528,554
|
|
Boyd A. Rogers
|
|
|
69,675
|
|
Robert K. Shearer
|
|
|
420,823
|
|
Eric C.
Wiseman5
|
|
|
601,704
|
|
All Directors and Executive Officers
as a Group (19 persons)
|
|
|
23,822,038
|
|
|
|
|
|
|
1 |
|
Shares owned include shares held in
trusts as of January 3, 2009, in connection with employee
benefit plans, as to which the following participants share
voting power but have no present dispositive power:
Ms. Cummings 6,240 shares;
Mr. Gannaway 1,762 shares;
Mr. Wiseman 4,092 shares; and all
directors and executive officers as a group
36,284 shares. Shares owned also include shares held as of
January 3, 2009, in trust in connection with employee
benefit plans, as to which the following participants have no
dispositive power and shared voting power:
Mr. Rogers 691 shares;
Mr. Shearer 1,228 shares;
Mr. McDonald 989 shares; and all directors
and executive officers as a group (other than
Mr. McDonald) 3,952 shares. Shares 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 575 shares;
Mr. de Bedout 10,144 shares;
Ms. Fairbairn 13,589 shares;
Ms. Feigin 6,551 shares;
Mr. Hurst 19,028 shares;
Mr. McCollough 7,994 shares;
Mr. Otis 5,710 shares;
Mr. Sharp 7,248 shares;
Mr. Viault 8,152 shares; and all directors
as a group 78,991 shares.
|
|
2 |
|
Shares owned also include the
following number of stock options that are exercisable as of
March 10, 2009, or within 60 days thereafter:
Ms. Cummings 179,085;
Mr. Gannaway 52,349;
Mr. Rogers 56,849; Mr. Shearer
362,055; Mr. Wiseman 494,034;
Mr. McDonald 1,288,032; Mr. de
Bedout 41,913; Ms. Fairbairn
46,713; Ms. Feigin 46,713;
Mr. Fellows 46,713; Mr. Hurst
46,713; Mr. McCollough 41,913;
Mr. Otis
|
45
|
|
|
|
|
27,513; Mr. Sharp
46,713; Mr. Viault 32,313; and all directors
and executive officers as a group (other than
Mr. McDonald) 1,732,504.
|
|
3 |
|
Other than Ms. Fairbairn and
Mr. Sharp, who are deemed to beneficially own 19.7% of the
Common Stock outstanding, and Mr. McDonald who beneficially
owns 1.4% 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, other than Mr. McDonald, was 21.6% of the Common
Stock outstanding.
|
|
4 |
|
Mr. McDonald retired from VF
on August 1, 2008. Although he is included in this table
because he is a named executive officer in the Summary
Compensation Table on page 27, his share ownership is not
included in the total of all directors and officers as a group
because he was not an executive officer at the end of 2008.
|
|
5 |
|
Mr. Wiseman is also a director.
|
ITEM NO. 2
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 2009 fiscal year.
PricewaterhouseCoopers LLP served as VFs independent
registered public accounting firm for the 2008 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.
46
The VF Board of
Directors recommends a vote FOR ratification
of the selection of PricewaterhouseCoopers LLP.
Professional Fees of PricewaterhouseCoopers
LLP. The following chart summarizes the estimated
fees of PricewaterhouseCoopers LLP for services rendered to VF
during the fiscal year ended December 29, 2007 and the
fiscal year ended January 3, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Fees
|
|
|
2007
|
|
|
|
2008
|
|
|
|
Description of Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
|
$
|
4,298,000
|
|
|
|
$
|
4,915,000
|
|
|
|
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
|
|
|
|
205,000
|
|
|
|
|
352,000
|
|
|
|
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 2007 consisted primarily of
comfort letter procedures in relation to a debt offering and
consultation concerning financial accounting and reporting
standards, and in 2008 consisted primarily of consultation
concerning financial accounting and reporting standards and
procedures.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Fees
|
|
|
|
769,000
|
|
|
|
|
928,000
|
|
|
|
Tax Fees are fees billed for professional services
for tax compliance, tax advice, and tax planning. Tax
Fees in 2007 and 2008 consisted primarily of tax
compliance, tax audit assistance and VAT services.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other Fees
|
|
|
|
-0-
|
|
|
|
|
-0-
|
|
|
|
PricewaterhouseCoopers LLP performed no services in 2007 and
2008 other than the services reported under Audit
Fees, Audit Related Fees and Tax
Fees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
5,272,000
|
|
|
|
$
|
6,195,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
47
quarterly basis, the Audit Committee is informed of each
previously approved service performed by VFs independent
registered public accounting firm and the related fees.
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 3, 2009 (the 2008 Financial
Statements). At the meeting of the Audit Committee held in
February 2009, the Audit Committee (i) reviewed and
discussed with management the 2008 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 2008 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 2008 Financial
Statements as audited by PricewaterhouseCoopers LLP be included
in VFs Annual Report on
Form 10-K
for the fiscal year ended January 3, 2009 to be filed with
the Securities and Exchange Commission.
George Fellows,
Chairman
Charles V. Bergh
Juan Ernesto de Bedout
Barbara S. Feigin
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, 2009, 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. VF believes that during the preceding year
all Reporting Persons timely complied
48
with all filing requirements applicable to them except that, due
to an administrative error by VF personnel, shares received as
payouts under VFs Mid-Term Incentive Plan by Bradley
Batten, Candace Cummings, Mackey McDonald, Frank Pickard, Robert
Shearer and Eric Wiseman on February 4, 2008 were reported
one day late.
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 $12,500, 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.
2010 Shareholder
Proposals
In order for shareholder proposals for the 2010 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 20, 2009.
In order for shareholder proposals that are not intended to be
included in VFs proxy statement but which are to be
presented at the 2010 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 3, 2010.
By Order of the Board of Directors
Candace S. Cummings
Vice President Administration,
General Counsel and Secretary
Dated: March 20, 2009
49
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
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:
ELECTION OF DIRECTORS
The Board of Directors of the Corporation recommends a vote FOR the election of
the persons nominated to serve as directors.
|
|
|
Nominees: |
|
Robert J. Hurst, W. Alan McCollough, M. Rust Sharp,
and Raymond G. Viault |
|
|
|
|
|
|
|
o
|
|
VOTE FOR all nominees listed
above, except vote withheld from individual nominees as follows:
|
|
o
|
|
VOTE WITHHELD
from all nominees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS VFS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR
The Board of Directors of the Corporation recommends a vote FOR the ratification
of the selection of the independent registered public accounting firm for the 2009 fiscal
year.
|
|
|
|
|
|
|
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 and FOR ratification of the selection of the independent registered public accounting
firm.
Signature of Participant:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
|
|
|
, 2009
|
|
|
|
|
|
|
|
|
|
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
VF Corporation ® NNNNNNNNNNNNNNN C123456789 000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) 000000000.000000 ext
000000000.000000 ext ADD 1 Electronic Voting Instructions ADD 2 ADD 3 You can vote by Internet or
telephone! ADD 4 Available 24 hours a day, 7 days a week! ADD 5 Instead of mailing your proxy, you
may choose one of the two voting ADD 6 methods outlined below to vote your proxy. NNNNNNNNN
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 Time, on April 27, 2009. 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 United States
& 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 X Follow the instructions provided by the recorded
message. this example. Please do not write outside the designated areas. Annual Meeting Proxy Card
123456 C0123456789 12345 3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3 A Proposals The
Board of Directors recommends a vote FOR each of the nominees in Item No. 1 and FOR Item No. 2. 1.
Election of Directors: For Withhold For Withhold For Withhold + 01 Robert J. Hurst 02 W. Alan
McCollough 03 M. Rust Sharp 04 Raymond G. Viault For Against Abstain 2. Ratification of the
selection of PricewaterhouseCoopers LLP as VFs independent registered public accounting firm for
the 2009 fiscal year. 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 and FOR ratification of the
selection of the independent registered public accounting firm. 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. 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. C 1234567890 J N T MR A SAMPLE
(THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND NNNNNNN1 U P X 0 2 1 2 1 3 1 MR A SAMPLE AND MR A SAMPLE AND MR A
SAMPLE AND + |
. 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 10, 2009 under the Salaried 401(k), at the Annual Meeting
of Shareholders of VF Corporation to be held on April 28, 2009, 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 10, 2009 under the Hourly 401(k),
at the Annual Meeting of Shareholders of VF Corporation to be held on April 28, 2009, 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 10, 2009, at the Annual Meeting of
Shareholders of VF Corporation to be held on April 28, 2009, 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. 3 IF YOU HAVE NOT
VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. 3 ® Proxy VF Corporation PROXY SOLICITATION/VOTING INSTRUCTION
CARD Proxy Solicited on Behalf of the Board of Directors for Annual Meeting on April 28, 2009 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 10, 2009, at the Annual Meeting of Shareholders of VF Corporation to be held
on April 28, 2009, 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. |