================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) JANUARY 31, 2006
POLO RALPH LAUREN CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
001-13057 13-2622036
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
650 MADISON AVENUE, NEW YORK, NEW YORK 10022
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 318-7000
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 31, 2006, the Compensation Committee (the "Committee") of the Board
of Directors of Polo Ralph Lauren Corporation (the "Company") adopted
amendments to the Company's Supplemental Executive Retirement Plan (the
"SERP"). The amendments provide that the Compensation Committee may grant
discretionary employer contributions to eligible employees in such amounts as
the Committee may designate from time to time on an individual basis, including
otherwise eligible employees who did not previously participate in the SERP as
a result of the plan being closed to new participants as of September 30, 2004.
The amendments also made certain conforming technical changes to the SERP. The
Committee also approved the restatement of the SERP to reflect all amendments
to date.
Participants in the SERP have interest bearing accounts that are credited with
annual employer contributions of 5% of their base compensation. Participants'
accounts are subject to vesting. Officers and other highly compensated
managerial employees of the Company and its subsidiaries are eligible for
designation by the Committee for participation in the SERP; provided, however,
that employees who were not participants in the SERP as of September 30, 2004
may receive only such discretionary contributions as the Committee may award in
its discretion.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POLO RALPH LAUREN CORPORATION
Date: February 6, 2006 By: /s/ Tracey T. Travis
---------------------------------------
Name: Tracey T. Travis
Title: Senior Vice President and
Chief Financial Officer
3