Form 8-K RALPH LAUREN CORP For: Jun 08

☐	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))

 

Employment Agreement of Jane Nielsen

On June 8, 2016, Ralph Lauren Corporation (the “Company”) entered into an employment agreement with Jane Nielsen to reflect her appointment as the Company’s Corporate Senior Vice President, Chief Financial Officer (the “Nielsen Agreement”).  Ms. Nielsen, age 52, is joining the Company after having served as the Chief Financial Officer of Coach, Inc. since September 2011.  Before joining Coach, Inc., Ms. Nielsen held successively senior roles at PepsiCo Inc. from 1996 to 2011, including serving as Chief Financial Officer of Pepsico Beverages Americas and the Global Nutrition Group from 2009 to 2011.  From 1990 until joining PepsiCo Inc. in 1996, Ms. Nielsen was with Marakon Associates, a global strategy consulting firm, and began her career in 1986 at Credit Suisse First Boston as an analyst. She serves on the Board of Directors of Pinnacle Foods Inc.

The term of employment under the Nielsen Agreement commences on September 7, 2016 or such date as mutually agreed upon by the parties (the “Effective Date”) and continues until September 7, 2019, subject to automatic one-year renewals unless notification is made by either party of its intent not to renew the agreement at least 180 days prior to the commencement of the next scheduled extension.  Pursuant to the Nielsen Agreement, Ms. Nielsen is entitled to an annual base salary of not less than $900,000 and will also be entitled to participate in any applicable bonus program that the Company maintains during the term of her employment, including the Company’s Executive Officer Annual Incentive Plan (“EOAIP”).  Under the EOAIP, she has an annual target bonus opportunity of 150% of her base salary, and a maximum bonus opportunity of 300% of her base salary, which for the Company’s current fiscal year (fiscal year 2017) will be prorated based on her start date.  Pursuant to the Nielsen Agreement and in accordance with the Company’s 2010 Long Term Stock Incentive Plan (“2010 LTSIP”), beginning in fiscal year 2018, Ms. Nielsen will be granted an annual equity award with a value of $2.5 million, under the terms of the 2010 LTSIP and as approved each year by the Compensation & Organizational Development Committee of the Board of Directors of the Company.  She will be eligible for early retirement status under the 2010 LTSIP on the sixth anniversary of the Effective Date, provided that she remains continuously employed throughout that period. In addition, Ms. Nielsen shall also be entitled to a car allowance of $1,500 per month.

Ms. Nielsen will receive a one-time equity award (“One-Time Equity Award”) under the 2010 LTSIP with a target value of $4,500,000, to be granted as soon as practicable following the Effective Date.  This One-Time Equity Award will be composed of (i) a grant of time-based restricted stock units (“RSUs”) with a grant date target value of $3 million, vesting in two equal installments on the anniversary of the grant date in 2017 and 2018, and (ii) a grant of Performance Share Units (“PSUs”) with a grant date target value of $1.5 million, the vesting to occur within 90 days following the last day of the Company’s fiscal year 2019 after certification of the Company’s achievement of the applicable performance goals. In addition, Ms. Nielsen will receive an additional one-time cash award of $500,000, less applicable deductions, to be repaid to the Company if Ms. Nielsen terminates her employment for any reason other than for Good Reason (as defined in the Nielsen Agreement), or if the Company terminates her employment for Cause (as defined in the Nielsen Agreement), in either case within 12 months of the Effective Date.  Ms. Nielsen will receive an additional one-time cash award equal to the amount that she becomes obligated to pay, and in fact pays, to her current employer in connection with her hire by the Company, up to a maximum of $900,000, less applicable deductions, to be repaid to the Company if Ms. Nielsen terminates her employment for any reason other than for Good Reason (as defined in the Nielsen Agreement), or if the Company terminates her employment for Cause (as defined in the Nielsen Agreement), in either case within 12 months of the Effective Date.

Under the Nielsen Agreement, if the Company terminates Ms. Nielsen’s employment for any reason other than death, disability or Cause, or Ms. Nielsen voluntarily terminates her employment for Good Reason (each as defined in the Nielsen Agreement), she will be entitled to receive an amount equal to her then current base salary for a severance period equal to the longer of the balance of the term of her employment (up to a maximum of two years) and one year from the date of such termination, plus a lump sum amount at the end of the severance period equal to 150% of her base salary.  She will also receive a pro-rated EOAIP bonus, based on actual performance, for the year of termination.  She will also vest in any unvested stock options, RSUs and other equity awards with only service-based vesting conditions as of the date of termination of her employment and any unvested equity awards with performance-based vesting conditions held by her will vest at the end of the applicable performance period, subject to the

 

 

Company meeting the applicable performance goals.  In addition, during the severance period, she will be entitled to continue to participate in any group medical, dental or life insurance plans in which she participated prior to her termination.

If the Company terminates her employment without Cause, or Ms. Nielsen voluntarily terminates her employment for Good Reason, in each case within 12 months following a Change in Control of the Company (as defined in the Nielsen Agreement), then, in lieu of the foregoing amounts, Ms. Nielsen will be entitled to receive a lump sum amount, payable within 15 days after the termination of her employment, equal to two times the sum of her then current annual base salary and the bonus she was paid for the most recently completed fiscal year immediately prior to her termination. In addition, in such event, any unvested stock options, unvested RSUs and any other equity awards held by Ms. Nielsen will immediately vest.  For purposes of such vesting, any performance-based equity awards would be treated as if the target performance level was achieved. Such awards would be settled in accordance with the 2010 LTSIP, but not later than 30 days after vesting.  Pursuant to the Nielsen Agreement, to the extent that the aggregate present value of any payments or benefits payable to Ms. Nielsen that constitute “parachute payments” under Section 280G of the Internal Revenue Code (the “parachute amount”) would exceed 2.99 times her “base amount” (as defined for purposes of Section 280G of the Internal Revenue Code), then such payments and benefits shall be reduced to the extent necessary so that the parachute amount is equal to 2.99 times her base amount (provided that no reduction shall apply if she would retain, on a net after-tax basis, a greater amount than she would have retained, on a net after-tax basis, after applying such reduction).

If Ms. Nielsen voluntarily terminates her employment without Good Reason, Ms. Nielsen will be entitled to receive her base salary through the date of termination and a pro-rated EOAIP bonus for the year of termination.  If the Company terminates Ms. Nielsen for Cause, she will only be entitled to receive her base salary through the date of termination.  In the event her employment terminates due to her death or disability, she or her estate will be entitled to receive all payments due to Ms. Nielsen through the date of her death or termination due to disability, and any outstanding equity awards shall be treated in the manner described above as if her employment was terminated by the Company without Cause.  She or her estate will also be entitled to receive a pro-rated EOAIP bonus, based on actual performance, for the year of termination.

If either the Company or Ms. Nielsen does not renew the Nielsen Agreement, Ms. Nielsen shall be entitled to receive a pro-rated bonus for the year of termination based on the Company’s performance for such year. In addition, if the Company does not renew the Nielsen Agreement, she shall be entitled to the same cash severance amounts as if her employment was terminated without Cause and any outstanding equity awards shall be treated in the manner described above as if her employment was terminated by the Company without Cause.

Under the Nielsen Agreement, the above described amounts and stock awards to be provided are subject to her compliance with certain restrictive covenants.  Any amounts due and payable to Ms. Nielsen upon termination of her employment will be subject to compliance with Section 409A of the Internal Revenue Code.

Other than as described herein, since the beginning of the Company’s last fiscal year, there have been no transactions between the Company and Ms. Nielsen or any member of her family.

The foregoing description of the Nielsen Agreement is qualified in its entirety by the Nielsen Agreement which is attached hereto as Exhibit 10.1.

Departure of an Executive Officer

Robert L. Madore is expected to remain the Company’s Corporate Senior Vice President, Chief Financial Officer until the Effective Date.

Press Release

On June 9, 2016, the Company issued a press release regarding the appointment of Ms. Nielsen and the pending resignation of Mr. Madore.  A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

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EXHIBIT 10.1

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 7^th day of September, 2016 (or such other date as mutually agreed-upon by the parties) (the “Effective Date”), by and between Ralph Lauren Corporation, a Delaware corporation (the “Corporation”), and Jane Nielsen (the “Executive”).

WHEREAS, the Corporation and Executive wish to enter into the Agreement effective as of the date hereof;

NOW THEREFORE, in consideration of the mutual covenants and premises contained herein, the parties hereby agree as follows:

 

 

 

reasons for the Corporation’s intention to terminate for Cause, (y) the opportunity to cure (if curable) within 30 days of such written notice and (z) an opportunity for the Executive, together with her counsel, to be heard by the Corporation.

 

unreimbursed business expenses and accrued but unpaid Base Compensation through the date of termination, (y) when amounts are payable to other executives, any earned but unpaid annual bonus for the fiscal year prior to the fiscal year that includes the year of Executive’s termination of employment and (z) amounts or benefits due under any benefit plan, program or arrangement or payroll practice in accordance with the terms of such plan, program, arrangement or payroll practice (such amounts, including the payment timing thereof, the “Accrued Benefits”).  The Executive shall also be entitled to the following:

 

(but in no event later than 30 days) after each applicable vesting date, without regard to Executive's continued employment.

 

may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive’s employment terminates; and (C) the payment is required under this Agreement to be paid no later than the last day of the second calendar year following the calendar year in which the Executive incurs a “separation from service.”  For purposes of Section 409A of the Code, the Executive’s right to receive installment payments pursuant to Section 2.4(a) shall be treated as a right to receive a series of separate and distinct payments.  To the extent that any reimbursement of any expense under Section 1.4(e) or in-kind benefits provided under this Agreement are deemed to constitute taxable compensation to the Executive, such amounts will be reimbursed or provided no later than December 31 of the year following the year in which the expense was incurred.  The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and the Executive’s right to such reimbursement or payment of any such expenses will not be subject to liquidation or exchange for any other benefit.  The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Executive’s separation from service shall be made by the Corporation in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

 

 

 

 

by the Corporation and/or its affiliates, subsidiaries and licensees to Executive, but also information developed or learned by Executive during the course of, or as a result of, employment hereunder, which information Executive acknowledges is and shall be the sole and exclusive property of the Corporation.  Confidential Information includes all proprietary information that has or could have commercial value or other utility in the business in which the Corporation is engaged or contemplates engaging, and all proprietary information the unauthorized disclosure of which could be detrimental to the interests of the Corporation.  Whether or not such information is specifically labeled as Confidential Information by the Corporation is not determinative.  By way of example and without limitation, Confidential Information includes any and all information developed, obtained or owned by the Corporation and/or its subsidiaries, affiliates or licensees concerning trade secrets, techniques, know-how (including designs, plans, procedures, processes and research records), software, computer programs, innovations, discoveries, improvements, research, development, test results, reports, specifications, data, formats, marketing data and plans, business plans, strategies, forecasts, unpublished financial information, orders, agreements and other forms of documents, price and cost information, merchandising opportunities, expansion plans, designs, store plans, budgets, projections, customer, supplier and subcontractor identities, characteristics and agreements, and salary, staffing and employment information.  Notwithstanding the foregoing, Confidential Information shall not in any event include (A) Executive’s personal knowledge and know-how relating to merchandising and business techniques which Executive has developed over her career in the apparel business and of which Executive was aware prior to her employment, or (B) information which (i) was generally known or generally available to the public (or within the industry) prior to its disclosure to Executive; (ii) becomes generally known or generally available to the public (or within the industry) subsequent to disclosure to Executive through no wrongful act of any person or (iii) which Executive is required to disclose by applicable law or regulation or is requested to disclose by a court or pursuant to a governmental or regulatory investigation (provided that Executive, to the extent legally permitted, provides the Corporation with prior notice of the contemplated disclosure and reasonably cooperates with the Corporation at the Corporation’s expense in seeking a protective order or other appropriate protection of such information).  The Executive may also disclose Confidential Information to the extent reasonably appropriate, and subject to reasonable good faith efforts to protect the confidentiality of such information pursuant to a protective order or similar means, in connection with any litigation with the Company or any of its affiliates or subsidiaries which is directly related to the Executive’s employment or termination of employment.

 

 

research, development, strategies, designs, reports, study, memoranda, books, papers, plans, information, letters, e-mails, or other documents or data reflecting any Confidential Information of the Corporation, its subsidiaries, affiliates or licensees, provided that the Executive shall be permitted to retain her personal address book to the extent it only contains contact information, and documents related to her compensation or reasonably needed for tax return preparation.

 

 

receiving from the Executive or using any such trade secrets or Confidential Information; and/or (iv) any such Competing Business from retaining or seeking to retain any employees of the Corporation.

 

exercise all vested options (but in no event later than the expiration date of such options).  In addition, subject to Section 2.4(a)(v), any other outstanding equity awards that are unvested shall be deemed vested immediately prior to such Change in Control.  Payments to the Executive with respect to any PSUs or RPSUs (or other equity awards with performance-based vesting conditions) whose vesting accelerates as described in this Section 4.1(a)(ii) will be calculated as if any applicable performance goals had been achieved at the specified target level and made as per the terms of the Incentive Plan but in no event later than thirty (30) days after the applicable vesting date.

 

distribute to or for the benefit of the Executive such amounts as become due to the Executive under, and in accordance with the terms of, this Agreement.

 

 

For purposes of this Section 4.1(b), the following terms have the meanings indicated: “Permitted Holders” shall mean, as of the date of determination: (A) any and all of Ralph Lauren, his spouse, his siblings and their spouses, and descendants of them (whether natural or adopted) (collectively, the “Lauren Group”); and (B) any trust established and maintained primarily for the benefit of any member of the Lauren Group and any entity controlled by any member of the Lauren Group.  “Present Directors” shall mean individuals who at the beginning of any one year period were members of the Board.  “New Directors” shall mean any directors whose election by the Board or whose nomination for election by the shareholders of the Corporation was approved by a vote of a majority of the directors of the Corporation who, at the time of such vote, were either Present Directors or New Directors but excluding any such individual whose initial assumption of office occurs solely as a result of an actual or threatened proxy contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board.

 

If to the Executive:

Jane Nielsen Last address in the books and records of the Corporation

 

With copy to:

Katzke & Morgenbesser LLP 1345 Avenue of the Americas, 31st Floor New York, New York 10105 Attn: Michael S. Katzke

 

If to the Corporation:

Ralph Lauren Corporation 625 Madison Avenue New York, New York 10022 Attn:  General Counsel Fax: (212) 705-8386

 

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

 

 

designee or, if there be no such designee, to the Executive’s estate.  This Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the Executive, the Executive’s heirs and legal representatives and the Corporation and its successors.  The section headings shall not be taken into account for purposes of the construction of any provision of this Agreement.

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the latter date and year set forth below.

 

RALPH LAUREN CORPORATION
/s/ Roseann Lynch				/s/ Jane Nielsen
By:  Roseann Lynch				JANE NIELSEN
Title: Corporate Senior Vice President, Chief Talent Officer, Global People and Development
Date:	6-8-2016			Date:	6-8-2016

 

 

Jane Nielsen

September 7, 2016

Title:

Corporate SVP, Chief Financial Officer

Start Date:

September 7th, 2016 (or such other date as mutually agreed-upon by the parties)

Reports To:

Stefan Larsson, President and Chief Executive Officer

Base Salary:

$900,000 annually (less all applicable local, state and federal taxes and other deductions)

Incentive Plan:

You will be eligible to participate in the Executive Officer Annual Incentive Plan (EOAIP) for fiscal 2017, which began on April 3, 2016, and eligible to earn a bonus which will be prorated based on the Start Date.

 

 

(At all times your bonus opportunity will be governed by and subject to the terms and conditions of the Company’s EOAIP and nothing contained herein restricts the Company’s rights to alter, amend or terminate the EOAIP at any time.)

Incentive Plan:

You are eligible to participate in the Ralph Lauren Corporation 2010 Long-Term Stock Incentive Plan (“LTSIP”).  Stock awards are subject to ratification by the Compensation and Organizational Development Committee of the Board of Directors (“Compensation Committee”).  In accordance with the terms of the LTSIP, you will be eligible to receive an annual stock award with a target grant value of $2,500,000 beginning with the fiscal 2018 annual grant cycle, anticipated to be in May 2017.

 

Cash Award:

You will receive a one-time sign-on bonus (“One-Time Cash Award”) of $500,000 less applicable deductions payable within 60 days of your Start Date. If you terminate your employment for any reason other than for Good Reason (as defined in the Employment Agreement), or if the Company terminates your employment for Cause (as defined in the Employment Agreement), in either case within 12 months of your Start Date, then you shall repay the One-Time Cash Award in full to the Company within 30 days of the date of termination of your employment. If you do not repay the One-Time Cash Award within this time period, the Company has the right to immediately recover the One-Time Cash Award from you, as well as any attorneys’ fees and costs incurred in recovering the One-Time Cash Award (unless the Company does not prevail).  For the avoidance of doubt, if your employment ends due to death or Disability, you (or your estate), shall not be required to return the One-Time Cash Award.

Cash Award:

You are also eligible to receive an additional one-time bonus (“Sign-On Bonus”).  The amount of the Sign-On Bonus will be equal to the amount that you pay to your current employer to satisfy your contractual obligations to your current employer in connection with your hire by the Company, up to a maximum of $900,000, less applicable deductions.  Payment of the Sign-On Bonus shall be conditioned on your current employer in fact seeking such reimbursement and on your providing the Company with documentation in a form satisfactory to the Company of payments made by you to your current employer based on the aforementioned contractual obligations.  The date of payment of the Sign-On Bonus shall be within 30 days after the date you notify the Company in writing that you have made the aforementioned payments to your current employer, if such notice is accompanied by the aforementioned documentation.  If you terminate your employment for any reason other than for Good Reason, or if the Company terminates your employment for Cause, in either case within 12 months of your start date, then you shall repay the Sign-On Bonus to the Company within 30 days of the date of termination of your employment.  If you do not repay the Sign-On Bonus within this time period, the Company has the right to immediately recover the Sign-On Bonus from you, as well as any attorneys’ fees and costs incurred in recovering the Sign-On Bonus (unless the Company does not prevail).  For the avoidance of doubt, if your employment ends due to death or Disability, you (or your estate), shall not be required to return the Sign-On Bonus.

Stock Award:

You will receive a one-time stock award with a value of approximately $4,500,000 to be granted: 1) with $3,000,000 in the form of time-based Restricted Stock Units vesting in two equal installments on the

 

 

For all equity awards, conversion of values to be based on the Company’s standard procedure of using the Fair Market Value on the applicable grant date, as approved by the Compensation Committee.

 

Guidelines:

You shall be subject to the Company’s stock ownership guidelines as directed by the Compensation Committee.

 

 

 

 

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Ralph Lauren Corporation Strengthens Leadership Team with Three Key Executive Appointments

Names Jane Nielsen Chief Financial Officer; Bill Campbell Corporate Senior Vice President of Global Supply Chain and Inventory Management; and Jeffrey Kuster Group President for the Americas

New York – June 9, 2016 – Ralph Lauren Corporation (NYSE: RL) today announced three senior executive appointments to further strengthen its leadership team as part of its Way Forward Plan.

Jane Nielsen has been named Chief Financial Officer. Ms. Nielsen has a track record for delivering strong financial results at multi-channel consumer businesses, most recently at Coach, Inc., where she was instrumental in its global business transformation as Executive Vice President and Chief Financial Officer. In an expanded CFO role at Ralph Lauren, in addition to all Finance functions, she will oversee Store Operations, Procurement, IT, and Investor Relations. Her appointment is effective September 6, 2016.

Bill Campbell has been named Corporate Senior Vice President of Global Supply Chain and Inventory Management. He has been at Amazon Inc. for the past 11 years in key distribution and logistics leadership roles and has world-class expertise in managing inventory, improving supply chain performance and reducing delivery times for customers. He will start at Ralph Lauren by October 1, 2016.

Jeffrey Kuster has been named Group President for the Americas. Jeff has deep experience building brands and driving high-quality sales in leadership roles at HSN, Inc., Fruit of the Loom, Inc. and VF Corporation. He will oversee all commercial activities for the Americas region, including Wholesale, Retail, E-Commerce, Factory, Travel Retail and Latin America. His appointment is effective July 11, 2016.

Ms. Nielsen, Mr. Campbell and Mr. Kuster will all report directly to Stefan Larsson, President and Chief Executive Officer.

Mr. Larsson said, “We are thrilled to have attracted these three high-performance leaders – all of whom have best-in-class knowledge that is directly aligned to our Way Forward Plan. With Jane’s key role as a change agent at Coach, Bill’s supply chain experience at Amazon, and Jeff’s track record of building high-quality omnichannel sales for leading consumer brands, we will be even better positioned to strengthen our underlying business engines and drive profitable sales and shareholder returns.”

Robert L. Madore will remain with Ralph Lauren through September 30, 2016 to facilitate a seamless CFO transition.

Mr. Larsson added, “On behalf of the Board of Directors and everyone at Ralph Lauren, I want to thank Bob for his valuable contributions as CFO over the last year and as a key member of the finance team over the last 12 years. We wish Bob every success in his future endeavors.”

JANE NIELSEN BIOGRAPHY

Jane Nielsen has been Executive Vice President and Chief Financial Officer of Coach, Inc. since September 2011. Prior to joining Coach, Ms. Nielsen was Senior Vice President and Chief Financial Officer of Pepsi Beverages Americas and Global Nutrition Group. She held various senior financial positions at PepsiCo, Inc. from 1996 to 2011. From 1990 to 1996, she was with Marakon Associates, a global strategy consulting firm, after beginning her career in 1986 as an analyst at Credit Suisse First Boston.

 

 

Ms. Nielsen has a B.A. in Economics from Smith College and an M.B.A. from Harvard Business School. She serves on the Board of Directors of Pinnacle Foods Inc. where she is Chair of the Compensation Committee and Member of the Audit Committee.

BILL CAMPBELL BIOGRAPHY

Bill Campbell was most recently Director, European Supply Chain & Transportation Operations at Amazon. During his 11 years at Amazon, Mr. Campbell held leadership positions of increasing responsibility within distribution and logistics, systems and software development and sales and operations planning. Mr. Campbell previously worked at Intel Corporation from 1997 to 2005 where he managed factory workers to reduce inventory levels and drive production efficiencies, and developed technical tools to automate demand and capacity planning that informed supply chain decisions.

Mr. Campbell holds a B.S. and an M.S. in Industrial Engineering from Purdue University and an MBA from the W.P. Carey School of Business at Arizona State University.

JEFFREY KUSTER BIOGRAPHY

Jeffrey Kuster was most recently President of HSN, Inc.’s Cornerstone Portfolio, where he oversaw a number of aspirational home and apparel lifestyle brands, including Frontgate, Ballard Designs, Garnet Hill, Grandin Road, Chasing Fireflies, Improvements, and TravelSmith.  Prior to joining HSN, Mr. Kuster was Chief Marketing and Strategy Officer at Berkshire Hathaway’s Fruit of the Loom, where he worked from 2007 to 2014 and held a number of leadership positions managing a portfolio of iconic brands throughout Europe, including as Fruit of the Loom’s CEO for EMEA and India. Prior to that, he was with VF Corporation from 2001 to 2007 after four years at McKinsey & Company.

Mr. Kuster holds a B.A. in Economics and International Relations from Beloit College, and an MBA and MPP from the University of Chicago’s Graduate School of Business and the Harris School of Public Policy Studies. 

ABOUT RALPH LAUREN

Ralph Lauren Corporation (NYSE: RL) is a global leader in the design, marketing and distribution of premium lifestyle products in four categories: apparel, home, accessories and fragrances. For more than 49 years, Ralph Lauren's reputation and distinctive image have been consistently developed across an expanding number of products, brands and international markets. The Company's brand names, which include Ralph Lauren Purple Label, Ralph Lauren Collection, Double RL, Ralph Lauren Black Label, Polo Ralph Lauren, Polo Sport, Polo Ralph Lauren Children’s, Ralph Lauren Home, Lauren Ralph Lauren, RLX, Denim & Supply Ralph Lauren, American Living, Chaps and Club Monaco, constitute one of the world's most widely recognized families of consumer brands. For more information, go to http://investor.ralphlauren.com.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release and oral statements made from time to time by representatives of the Company may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding, among other things, our current expectations about the Company's “Way Forward Plan,” and are indicated by words or phrases such as "anticipate," "estimate," "expect," "project," "we believe" and similar words or phrases. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed in or implied by such forward-looking statements. Forward-looking statements are based largely on the Company's expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. The factors that could cause actual results to materially differ are identified in the Company's Annual Report on Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACTS

Ralph Lauren Corporation

Investor Relations:

Evren Kopelman, 212-813-7862

or

Corporate Communications:

Ryan Lally, 212-318-7116

 

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