Form DEF 14A PVH CORP. /DE/ For: Jun 16

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May 6, 2016 4:57 PM EDT

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TABLE OF CONTENTS

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Under Rule 14a-12

PVH CORP.

(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):

☒

No fee required.

☐

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 price 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:

☐

Fee paid previously with preliminary materials:

☐

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:

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				PVH CORP.
				NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date, Time and Location:

Date:

Thursday, June 16, 2016

Time:

8:45 a.m. Eastern Daylight Savings Time

Place:

The Graduate Center
City University of New York
365 Fifth Avenue
Elebash Recital Hall
Main Level
New York, New York 10016

Purposes:

Vote on the election of 10 nominees for director to serve a one-year term

Vote on an advisory resolution to approve our executive compensation

Vote to ratify the appointment of auditors to serve for the current fiscal year

Transact other business that may properly come before the meeting

Who Can Attend:

Holders of record as of the record date of the Company’s Common Stock or their proxies

Beneficial owners having evidence of ownership

Invited guests of the Company

Who Can Vote:

Stockholders of record at the close of business on April 22, 2016 only.

If you hold stock through a bank or broker, a copy of an account statement from your bank or broker as of the record date will suffice as evidence of ownership. Attendees also must present a picture ID to be admitted.

You are requested to fill in, date and sign the enclosed proxy, which is solicited by the Board of Directors of the Company, and to mail it promptly in the enclosed envelope.

By order of the Board of Directors,

Mark D. Fischer
Secretary

New York, New York
May 6, 2016

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	Page
PROXY SUMMARY		1
GENERAL INFORMATION		5
VOTING INFORMATION		5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		6
5% Stockholders		6
Directors, Nominees for Director and Executive Officers		6
ELECTION OF DIRECTORS		8
Directors		8
Meetings		11
Committees		11
Other Corporate Governance Matters		13
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		14
COMPENSATION COMMITTEE REPORT		14
COMPENSATION DISCUSSION AND ANALYSIS		15
Executive Summary		15
Executive Compensation Overview		22
Employment Agreements, Termination of Employment and Severance		28
Stock Ownership		29
Stockholder Engagement		29
EXECUTIVE COMPENSATION		30
Summary Compensation Table		30
Grants of Plan-Based Awards		32
Narrative Disclosure To Summary Compensation Table and Grants of Plan-Based Awards Table		33
Outstanding Equity Awards At Fiscal Year End		37
Option Exercises and Stock Vested		39
Pension Benefits		39
Defined Benefit Plans		40
Non-Qualified Deferred Compensation		43
Potential Payments Upon Termination and Change in Control Provisions		44
RISK CONSIDERATIONS IN COMPENSATION PROGRAMS		47
DIRECTOR COMPENSATION		48
TRANSACTIONS WITH RELATED PERSONS		50
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		50
AUDIT COMMITTEE REPORT		51
EQUITY COMPENSATION PLAN INFORMATION		52
ADVISORY VOTE ON EXECUTIVE COMPENSATION		53
RATIFICATION OF THE APPOINTMENT OF AUDITOR		54
SUBMISSION OF STOCKHOLDER PROPOSALS		54
MISCELLANEOUS		55
EXHIBIT A — GAAP TO NON-GAAP RECONCILIATIONS		A-1

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PVH CORP.

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

Date

Thursday, June 16, 2016

Time

8:45 a.m., Eastern Daylight Savings Time

Place

The Graduate Center — City University of New York
365 Fifth Avenue
Elebash Recital Hall
Main Level
New York, New York

Record Date

April 22, 2016

Voting

Stockholders as of the record date are entitled to vote.

Each share of our Common Stock is entitled to one vote.

Admission

Attendance at the meeting will be limited to holders of record as of the record date of our Common Stock or their proxies, beneficial owners having evidence of ownership and guests of the Company.

If you hold stock through a bank or broker, a copy of an account statement as of the record date will suffice as evidence of ownership.

Attendees must present a picture ID.

Voting Matters and Vote Recommendation

See “Voting Information” for more information

Matter

Board Vote Recommendation

Required Vote

Broker Discretionary
Vote Allowed

Election of directors

FOR Each Director Nominee

Majority of votes cast

Advisory vote on executive
compensation

FOR

Majority of shares present and entitled to vote on this matter

Ratification of Ernst & Young LLP as our independent auditor for fiscal year 2016

FOR

Majority of shares present and entitled to vote on this matter

Yes

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Director Election

See “Election of Directors” for more information

The following table provides summary information about each director nominee. Each director is elected annually by a majority of votes cast.

Name

Age

Director
Since

Principal Occupation

Independent

Committee Memberships

Other Public
Company
Boards

Mary Baglivo

2007

Chief Marketing Officer/VP Global Marketing, Northwestern University

✓

Brent Callinicos

2014

Former Chief Financial Officer and current advisor, Uber Technologies Inc.

✓

Emanuel Chirico

2005

Chief Executive Officer, PVH Corp.

Juan R. Figuereo

2011

Executive Vice President and Chief Financial Officer, Revlon, Inc.

✓

✓C

Joseph B. Fuller

1991

Professor of Management Practice, Harvard Business School; Founder, Joseph Fuller LLC

✓

✓C

V. James Marino

2007

Retired Chief Executive Officer, Alberto-Culver Company

✓

G. Penny McIntyre

2015

Former Chief Executive Officer, Sunrise Senior Living, LLC

✓

✓C

Henry Nasella

2003

Partner and Co-Founder, LNK Partners

✓P

✓C

✓

Edward R. Rosenfeld

2014

Chief Executive Officer, Steven Madden, Ltd.

✓

Craig Rydin

2006

Operating Partner, LNK Partners; Former Chairman of the Board of Directors, Yankee Holding Corp.; Former Non-Executive Chairman, The Yankee Candle Company, Inc.

✓

Key:

Audit & Risk Management Committee

Compensation Committee

Corporate Responsibility Committee

Nominating, Governance & Management
Development Committee

Committee Chair

Presiding Director

Each director nominee is a current director and during 2015 attended at least 75% of the aggregate of all meetings of the Board and each committee on which he or she sits.

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Executive Compensation Matters

See “Compensation Discussion and Analysis,” “Executive Compensation” and “Advisory Vote on Executive Compensation” for more information

Business Highlights

We achieved solid underlying financial performance in 2015.

Our earnings per share was $7.05† on a non-GAAP basis, inclusive of a $1.38 negative impact compared to 2014 primarily related to foreign currency exchange rates. This exceeded our initial guidance of $6.75 to $6.90† on a non-GAAP basis and subsequent guidance updates. Earnings per share excluding such negative impact increased 15% compared to 2014 earnings per share on a non-GAAP basis, which was consistent with our long-term targets.

Our Calvin Klein business was a highlight, as investments we made over the last few years continued to generate solid results, and we saw strength across virtually all regions where we operate.

Our Tommy Hilfiger business saw positive momentum in its international markets, highlighting the power of the brand.

Our Heritage Brands business produced a notable improvement in profitability.

Earnings before interest and taxes was $761 million on a GAAP basis compared to $530 million in the prior year.

Earnings before interest and taxes increased 5%† on a non-GAAP and constant currency basis (decreased 9%† including foreign currency exchange rate impacts) from $921 million† on a non-GAAP basis in the prior year.

Executive Compensation Advisory Vote

The Board of Directors recommends that stockholders approve, on an advisory basis, the compensation paid to our Named Executive Officers (who are identified on page 15 and we sometimes refer to herein as “NEOs”), as described in this Proxy Statement for these reasons:

Pay for Performance

Our compensation program is a pay for performance model based upon the philosophy that we should incentivize our executive officers to improve our financial performance, profitably grow our businesses and increase stockholder value, and reward them only if they attain these objectives. As such, the bulk of each Named Executive Officer’s compensation package consists of short-term and long-term incentive awards that pay out only if we achieve specific financial targets and equity awards that are linked to increases in stock value over time, anchored by a competitive base salary.

The compensation paid demonstrated that our pay for performance model works, as good financial performance for 2015 resulted in annual bonus payouts for all Named Executive Officers above target levels but weak long-term results for various performance share unit awards with two- and three-year performance cycles that ended in 2015 or shortly thereafter resulted in no payouts made to the Named Executive Officers.

Best Practices in Executive Compensation

Our executive officer compensation program is designed to attract, motivate, and retain key executives and align their compensation with the long-term interests of stockholders. We achieve our objectives through:

Compensation packages that:

•

Are subject to a large degree on our performance and the performance of our Common Stock and emphasize long-term components.

•

Include performance targets that are rigorous but do not encourage excessive risk.

•

Use different financial measures for long-and short-term performance-based awards.

•

Include a limit on the maximum amount that an executive officer can receive as a payout for each incentive award.

Governance practices that include the following:

•

We use a non-aspirational peer group. We rank the middle of the group by revenue and the companies are in the same or related businesses as we.

†

Reconciliations to GAAP amounts appear on Exhibit A.

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•

We do not reprice stock options, grant make-up awards, make awards subject to multiple independent goals or engage in other practices that have the effect of eliminating or decreasing performance incentives.

•

All of our incentive compensation plans include clawback provisions.

•

Our Chief Executive Officer is required to hold Common Stock with a value equal to six times his base salary and our other executive officers must hold Common Stock with a value equal to their base salaries. Executive officers must hold 50% of their after-tax shares received upon the vesting or exercise of equity awards until they satisfy their guideline.

•

We prohibit executive officers from pledging shares and hedging their ownership of our Common Stock.

•

Change in control arrangements are “double trigger.”

•

Equity awards are “double trigger” after a change in control.1

•

Our compensation program does not rely on significant pension or welfare benefits or perquisites.

•

No employment agreement provides for tax gross-ups or includes long-term compensation in the calculation of the amount of severance payable.

Auditors

See “Ratification of the Appointment of Auditor” for more information

The Board recommends that stockholders ratify the selection of Ernst & Young LLP as our independent auditor.

	Ernst & Young LLP Fees
	2015			2014
Audit fees		$	5,710,000		$	5,526,000
Audit-related fees			33,000			39,000
Tax fees			2,711,000			2,623,000
All other fees			13,000			—
		$	8,467,000		$	8,188,000

2017 Annual Meeting

Stockholder proposals submitted for inclusion in the proxy statement for our 2017 Annual Meeting pursuant to Rule 14a-8 of the Securities Exchange Act (which we refer to as the “Exchange Act”) must be received by us by January 7, 2017.

The proxies designated by the Board of Directors will have discretionary authority to vote on any matter properly presented by a stockholder for consideration at the 2017 Annual Meeting but not submitted for inclusion in the proxy materials for such meeting unless notice of the matter is received by us on or before March 23, 2017 and certain other conditions of the applicable rules of the Securities and Exchange Commission (which we refer to as the “SEC”) are satisfied.

Beginning with awards granted after 2013.

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				PVH CORP.
				PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of PVH CORP. to be used at the Annual Meeting of Stockholders, which will be held at The Graduate Center — City University of New York, 365 Fifth Avenue, Elebash Recital Hall, Main Level, New York, New York, on Thursday, June 16, 2016, at 8:45 a.m., Eastern Daylight Savings Time, and at any adjournments thereof.

Our principal executive offices are located at 200 Madison Avenue, New York, New York 10016-3903. The approximate date on which this Proxy Statement and the enclosed proxy card were first sent or given to stockholders was May 6, 2016.

Disclosures in this Proxy Statement generally pertain to matters related to our most recently completed fiscal year, which ended on January 31, 2016. References herein to “2015” and other years refer to fiscal years, which are designated by the calendar year in which they commence.

“Green” Initiative

As part of our Corporate Responsibility programs, we are advancing “green” practices to our external communications with investors. Instead of receiving future copies of our Annual Reports to Stockholders and proxy statements by mail, stockholders of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will give you faster delivery of the documents, save us the cost of printing and mailing, and enable us to lessen our environmental impact by allowing us to print and mail fewer copies of these materials.

You may enroll in our electronic proxy delivery service at any time by going directly to www.proxyconsent.com/pvh and following the enrollment instructions. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information in the proxy materials provided to you by your bank or broker regarding the availability of this service.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 16, 2016
		Our Annual Report to Stockholders for our fiscal year ended January 31, 2016, this Proxy Statement and all other proxy materials are available at http://www.pvhannualmeetingmaterials.com.

VOTING INFORMATION

Stockholders who execute proxies retain the right to revoke them at any time by notice in writing to the Secretary of the Company, by revocation in person at the meeting or by presenting a later dated proxy. Beneficial owners of our Common Stock who are not holders of record should contact their bank, brokerage firm or other custodian, nominee or fiduciary if they wish to revoke their proxy. Shares represented by proxies will be voted at the meeting unless revoked. The shares represented by the proxies solicited by the Board of Directors will be voted in accordance with the directions given therein unless revoked. Shares will be voted FOR the election of all of the nominees for director with respect to item 1 of the attached Notice of Annual Meeting of Stockholders and FOR the proposals set forth in items 2 and 3 of the Notice, if no directions are given in a valid proxy.

Stockholders vote by casting ballots (in person or by proxy), which are tabulated by the inspectors of election. Abstentions and broker “non votes” are included in the determination of the number of shares present at the meeting for quorum purposes. Abstentions will have the same effect as negative votes, except that abstentions will have no effect on the election of directors, as they are not considered to be votes cast in the election and directors are elected by a majority of the votes cast. Broker “non votes” are not counted in the tabulations of the votes cast on proposals presented to stockholders because they are not considered to be entitled to vote on matters as to which broker authority is withheld. A broker non vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Banks, brokers and other nominees have discretionary voting power only with respect to the ratification of the appointment of our auditor, as this is the only proposal considered to be a “routine” matter under New York Stock Exchange rules. We encourage all beneficial owners to vote their shares because banks, brokers and other nominees cannot vote on the other matters.

Common stockholders of record at the close of business on April 22, 2016, the record date set by the Board of Directors for the meeting, will be entitled to one vote for each share of our Common Stock then held. As of the record date, there were 81,040,325 shares of Common Stock outstanding.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

5% Stockholders

The following table presents certain information with respect to the persons who are known by us to be the beneficial owners of more than five percent of our Common Stock as of the record date for the meeting.

The persons listed below have advised us that they have sole voting and investment power with respect to the shares listed as owned by them, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount Beneficially Owned		Percent of Class
The Vanguard Group, Inc.1 100 Vanguard Blvd. Malvern, PA 19355		7,151,591		8.8
BlackRock, Inc.2 55 East 52nd Street New York, NY 10055		4,732,948		5.8

The Vanguard Group, Inc. (which we refer to as “Vanguard”), an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E), may be deemed to be the beneficial owner of 7,151,591 shares of our Common Stock, including 153,523 shares with respect to which it has sole voting power, 8,100 shares with respect to which it has shared voting power, 6,989,132 shares of which it has sole dispositive power and 162,459 shares of which it has shared dispositive power. These amounts include the beneficial ownership by Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, of 127,559 shares as a result of its serving as investment manager of collective trust accounts and the beneficial ownership by Vanguard Investments Australia, Ltd., a wholly owned subsidiary of Vanguard, of 60,864 shares as a result of its serving as investment manager of Australian investment offerings. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2015 and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by Vanguard on February 10, 2016 with the SEC.

BlackRock, Inc., a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), may be deemed to be the beneficial owner of 4,732,948 shares of Common Stock, including 4,037,099 shares with respect to which it has sole voting power and as to all 4,732,948 of which it has sole dispositive power. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2015 and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by BlackRock, Inc. on February 10, 2016 with the SEC.

Directors, Nominees for Director and Executive Officers

The following table presents certain information with respect to the number of shares of our Common Stock beneficially owned as of the record date by the following persons:

Each of our directors

Each of the nominees for director

Our Named Executive Officers

Our directors, the nominees for director and our executive officers, as a group

Each of the persons named below has sole voting and investment power with respect to the shares listed as owned by him or her except as otherwise indicated below.

Amount
Beneficially
Owned1

Percent of Class

Mary Baglivo

12,860

Brent Callinicos

2,357

Emanuel Chirico

672,587

Francis K. Duane

62,730

Juan R. Figuereo

3,075

Joseph B. Fuller

22,940

Daniel Grieder

32,649

V. James Marino

18,103

G. Penny McIntyre

Henry Nasella

20,0002

Edward R. Rosenfeld

Craig Rydin

8,888

Michael A. Shaffer

80,139

Steven B. Shiffman

27,719

All directors, nominees for director and executive officers as a group (16 people)

1,049,869

1.3

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Less than 1% of class.

The figures in the table are based upon information furnished to us by our directors, nominees for director and executive officers and upon our records. The figures include the shares held for the benefit of our executive officers in a trust for the PVH Stock Fund. The PVH Stock Fund is one of the investment options under our Associates Investment Plan, which is a defined contribution plan (a so-called “401(k)” plan) under the Employee Retirement Income Security Act of 1974, as amended. We refer to the Associates Investment Plan as the “AIP.” Participants in the AIP who make investments in the PVH Stock Fund may direct the vote of shares of Common Stock held for their benefit in the trust for the PVH Stock Fund.

As of the record date, the following persons have the right to cast votes equal to the following number of shares held in the trust for the PVH Stock Fund (which have been rounded to the nearest full share): Emanuel Chirico, 9,156 shares; Francis K. Duane, 1,528 shares; Michael A. Shaffer, 6,691 shares; Steven B. Shiffman, 3,539 shares; and all of our directors, nominees for director and executive officers as a group, 21,604 shares.

The Trustee of the trust for the PVH Stock Fund has the right to vote shares in the trust that are unvoted as of two days prior to the meeting in the same proportion as the vote by all other participants in the AIP who have cast votes with respect to their investment in the Fund. The committee that administers the AIP makes all decisions regarding the disposition of Common Stock held in the trust for the Fund, other than the limited right of a participant to receive a distribution of shares held for his or her benefit. As such, the committee may be deemed to be a beneficial owner of the Common Stock held in the trust. Mr. Shaffer and an executive officer who is not a NEO are members of that committee. The figures in the table do not include shares in the trust for the Fund, other than those applicable to Mr. Shaffer’s and the other executive officer’s investment in the Fund, to the extent that, as members of the committee, they may be deemed to have beneficial ownership of the shares held in the trust. There were 471,579 shares of Common Stock (0.6% of the outstanding shares) held in the trust as of the record date.

The table also includes the following shares which each of the individuals and the group listed on the table have the right to acquire within 60 days of the record date upon the exercise of stock options granted to them: Emanuel Chirico, 578,300 shares; Francis K. Duane, 49,075 shares; Daniel Grieder, 25,300 shares; Henry Nasella, 10,000 shares; Michael A. Shaffer, 65,525 shares; Steven B. Shiffman, 22,575 shares; and all of our directors, nominees for director and executive officers as a group, 806,575 shares.

The table also includes the following shares of Common Stock that are subject to restricted stock unit awards made to the individuals and as a group, the restrictions on which will lapse within 60 days of the record date: Mary Baglivo, 1,193 shares; Brent Callinicos, 1,193 shares; V. James Marino, 1,193 shares; Craig Rydin, 1,193 shares and all of our directors, nominees for director and executive officers as a group, 4,772 shares.

Includes 10,000 shares held by a family limited liability company.

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ELECTION OF DIRECTORS

Directors

Our Board of Directors has established 10 as the number of directors constituting the entire Board. All nominees elected as directors at the meeting will serve for a term of one year or until their successors are elected and qualified. All of the nominees were elected directors at last year’s Annual Meeting of Stockholders. At this time, the Board of Directors knows of no reason why any nominee might be unable to serve.

The election of directors requires the affirmative vote of a majority of the votes cast at the meeting. In determining whether a director nominee has received the requisite vote for election, abstentions and broker non votes will have no effect. Our Corporate Governance Guidelines provide that (i) a director who fails to be re-elected as a result of not obtaining a majority vote of stockholders must offer a letter of resignation for the Board of Directors’ consideration; (ii) the Board’s Nominating, Governance & Management Development Committee must make a recommendation to the full Board on whether to accept or reject the resignation, or whether other action should be taken; and (iii) the Board must act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. Our Corporate Governance Guidelines also provide that (x) the Committee and Board may consider any factors and information that they consider appropriate and relevant in making their respective decisions; and (y) the director who tenders his or her resignation cannot participate in the decisions.

The Board of Directors recommends a vote FOR the election of the 10 nominees named below. Proxies received in response to this solicitation will be voted FOR the election of the nominees unless otherwise specified in a proxy.

Name	Principal Occupation	Age	Year Became a Director
Mary Baglivo	Chief Marketing Officer/VP Global Marketing, Northwestern University	58	2007
Brent Callinicos	Former Chief Financial Officer and current advisor, Uber Technologies Inc., an on-demand car service company	50	2014
Emanuel Chirico	Chief Executive Officer, PVH Corp.	58	2005
Juan R. Figuereo	Executive Vice President and Chief Financial Officer, Revlon, Inc., a global cosmetics, hair color, hair care and hair treatments, beauty tools, men’s grooming products, anti-perspirant deodorants, fragrances, skincare, and other beauty care products company	60	2011
Joseph B. Fuller	Professor of Management Practice, Harvard Business School; Founder, Joseph Fuller LLC, a business consulting firm	59	1991
V. James Marino	Retired Chief Executive Officer, Alberto-Culver Company, a personal care products company	65	2007
G. Penny McIntyre	Former Chief Executive Officer, Sunrise Senior Living, LLC, a provider of senior living facilities	54	2015
Henry Nasella	Partner and Co-Founder, LNK Partners, a private equity investment firm	69	2003
Edward R. Rosenfeld	Chief Executive Officer, Steven Madden, Ltd., a designer and marketer of fashion footwear and accessories	40	2014
Craig Rydin	Operating Partner, LNK Partners, a private equity investment firm; Former Chairman of the Board of Directors, Yankee Holding Corp.; Former Non-Executive Chairman, The Yankee Candle Company, Inc., a designer, manufacturer and branded marketer of premium scented candles	64	2006

Additional Information

Other Public Company Directorships

Several of our directors also currently serve as directors of other public companies:

Ms. Baglivo is a director of Host Hotels & Resorts, L.P.

Mr. Callinicos is a director of Baidu, Inc.

Mr. Chirico is a director of Dick’s Sporting Goods, Inc.

Mr. Marino is a director of Office Depot, Inc.

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Mr. Rosenfeld is a director of Steven Madden, Ltd.

Mr. Rydin is a director of priceline.com Incorporated.

Several of our directors held directorships at other public companies during the last five years:

Mr. Marino served at Alberto-Culver Company from 2006 to 2011 and at OfficeMax Incorporated from 2011 to 2013 (when it merged into Office Depot, Inc.).

Mr. Rydin served at Yankee Holding Corp. from 2001 to 2013.

Other Employment Information

Each of our directors has been engaged in the principal occupation indicated in the foregoing table for more than the past five years, except:

Ms. Baglivo was Chairman and Chief Executive Officer of the Americas, Saatchi & Saatchi Worldwide, an advertising agency, from January 2008 to August 2012 and Chairman and Chief Executive Officer of Latin America and Multicultural at Saatchi and Saatchi from August 2012 to March 2013.

Mr. Callinicos was Chief Financial Officer, Uber Technologies Inc., from September 2013 to March 2015, Vice President, Treasurer and Chief Accounting Officer of Google Inc., a global technology leader, from 2012 to September 2013 and Vice President and Treasurer of Google from 2007 to 2012.

Mr. Figuereo was Executive Vice President and Chief Financial Officer of NII Holdings, Inc. from October 2012 to October 20152 and Executive Vice President and Chief Financial Officer of Newell Rubbermaid, Inc., a consumer and commercial products company, from December 2009 to August 2012.

Mr. Fuller was Founder, Director and Vice-Chairman, Monitor Company LP, an international management consulting firm, from 1983 to 2012.3

Mr. Marino was President and Chief Executive Officer of Alberto-Culver Company from November 2006 to May 2011.

Ms. McIntyre was Chief Executive Officer of Sunrise Senior Living, LLC, from November 2013 to May 2014, President of the Consumer Group of Newell RubberMaid Inc., from November 2011 through November 2012, and Group President of Newell RubberMaid’s Office Products Group, from June 2009 through November 2012.

Independence of Our Directors

The Board of Directors has determined the independence (or lack thereof) of each of the directors and nominees for director and concluded that a majority of our directors are independent, as required under the rules of the New York Stock Exchange, on which exchange our Common Stock is listed for trading. Specifically, the Board determined that Mr. Chirico, as an executive of the Company, is not independent, and that Ms. Baglivo, Ms. McIntyre and each of Messrs. Callinicos, Figuereo, Fuller, Marino, Nasella, Rosenfeld and Rydin are independent under Section 303A.02 of the New York Stock Exchange rules.

In making these independence determinations, the Board of Directors considered (i) whether a director had, within the last three years, any of the relationships under Section 303A.02(b) with us which would disqualify a director from being considered independent, (ii) whether the director had any disclosable transaction or relationship with us under Item 404 of Regulation S-K of the Exchange Act, which relates to transactions and relationships between directors and their affiliates, on the one hand, and us and our affiliates (including management), on the other, and (iii) the factors suggested in the New York Stock Exchange’s Commentary to Section 303A.02, such as a commercial, consulting and other relationships, or other interactions with management that do not meet the absolute thresholds under Section 303A.02 or Item 404(a) but which, nonetheless, could reflect upon a director’s independence from management. In considering the materiality of any transactions or relationships that do not require disqualification under Section 303A.02(b), the Board considered the materiality of the transaction or relationship to the director, the director’s business organization and us and whether the relationship between (i) the director’s business organization and the Company, (ii) the director and the Company and (iii) the director and his business organization interfered with the director’s business judgment. Mr. Chirico had a relationship with us that disqualifies him from being independent under Section 303A.02. None of the other directors had any relationship with us that required any further consideration.

No family relationship exists between any director or executive officer of the Company.

On September 15, 2014, NII Holdings, Inc. filed for bankruptcy protection in New York, New York.

On January 11, 2013, Deloitte Consulting LLP acquired all of the business of Monitor Company pursuant an agreement entered into on November 7, 2012. To help facilitate the acquisition, Monitor Company filed for bankruptcy protection on November 7, 2012 in Wilmington, Delaware and the sale was accomplished by means of a bankruptcy court-approved sale under the U.S. Bankruptcy Code.

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Experience, Qualifications, Attributes and Skills of Our Directors

The Nominating, Governance & Management Development Committee considers a variety of factors in selecting our directors. These include a person’s qualification as independent under the New York Stock Exchange rules, as well as consideration of skills and experience in the context of the needs of the Board of Directors. Important factors considered by the Committee are a person’s understanding of our business, experience as a director of other public companies, leadership, financial skills, business experience and skills that are relevant to our operations and plans for growth and expansion and, for an existing director, his or her tenure and contributions made as a director of the Company.

The following sets forth the specific experience, qualifications, attributes or skills that led to the conclusion that each of the nominees for director should continue to serve as a director:

Mary Baglivo brings to the Board valuable marketing, advertising and strategic planning expertise developed during her professional career, including as Chief Marketing Officer/VP Global Marketing of Northwestern University and Chairman and Chief Executive Officer of several divisions at Saatchi & Saatchi Worldwide, an advertising agency.

Brent Callinicos is a CPA with extensive experience working in financial and accounting roles in public companies and working with public company boards. He has been a senior executive with the last three companies at which he has worked and served in several board advisory roles. He also brings experience in the corporate responsibility area, including as a board member of EOS Climate, a leader in leveraging carbon markets to ensure the complete life cycle management of refrigerants.

Emanuel Chirico has extensive knowledge of the operational and financial aspects of the Company acquired during his ten years as the Company’s Chief Executive Officer, six years as Chief Financial Officer and six years as Controller. In addition, Mr. Chirico provides the Board with valuable insight into the Company’s business and management’s strategic vision.

Juan R. Figuereo has a strong background in finance and accounting (principally with large multi-national public companies, such as Pepsico, Wal-Mart, Newell-Rubbermaid and, now, Revlon), consumer goods and retail. His resume includes experience living and working in international markets where the Company has or is planning to expand operations. Mr. Figuereo has also considerable experience in brand building and driving innovation at established companies.

Joseph B. Fuller has extensive experience advising management with respect to strategy, corporate finance, governance and marketing (including with respect to channel management, pricing trends and innovation) that he developed as a co-founder and executive of an international management consulting firm. As a professor at a renowned business school, he has knowledge of management principles used by leading businesses worldwide.

V. James Marino, the former President and Chief Executive Officer of Alberto-Culver Company, a large global consumer products company, brings to the Board significant senior executive leadership experience in the consumer products industry. He has expertise in areas including corporate strategy development and execution, brand building and multichannel distribution, each on a domestic and international basis, as well as public company reporting. In addition, his work on the Board of Directors of OfficeMax and Office Depot provides him with additional perspective on the retail landscape, consumer goods and governance of public companies.

G. Penny McIntyre has extensive general management experience in consumer products, including with multi-brand businesses that distribute goods in multiple channels and at a range of price points. Ms. McIntyre’s skills also encompass global marketing and brand building with companies such as Coca Cola and Newell Rubbermaid, where her roles included working overseas and managing international growth.

Henry Nasella has significant management experience, gained in senior executive positions in publicly traded retail companies, including Staples and Star Markets, and as a partner in private equity firms. In addition, Mr. Nasella has extensive experience serving on boards of directors and board committees, including retail companies such as Staples, Denny’s and Au Bon Pain.

Edward R. Rosenfeld brings over 18 years of experience focused on the retail, apparel and footwear industries. He has been part of the executive management team of Steven Madden since 2005, serving in finance and strategic planning roles before becoming Chief Executive Officer. Prior to joining Steven Madden, he was an investment banker in a mergers and acquisitions practice focused on the retail and apparel industries.

Craig Rydin has significant management and leadership experience, which he gained over 30 years in various executive positions in the consumer products and retail industry, including at companies like Yankee Candle, Campbell Soup, Godiva Chocolatier and Pepperidge Farm. In addition, Mr. Rydin has extensive experience serving on the audit and compensation committees of several public and private company boards of directors, including priceline.com, Fitness Connection and Au Bon Pain.

Diversity

Although the Nominating, Governance & Management Development Committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees, the Committee does consider the diversity of its members and potential candidates in selecting new directors. This consideration includes the diversity of business and financial talents, skills, abilities and experiences, as well as the race, ethnicity and gender of qualified candidates. We are proud of the diversity of backgrounds that characterize our current Board of Directors and believe that the diversity that exists on the Board provides significant benefits to us.

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Meetings

Our Corporate Governance Guidelines provide that each member of the Board of Directors is expected to use reasonable efforts to attend, in person, or by telephone or video conference, all meetings of the Board and of any committees of which they are a member, as well as the annual meeting of stockholders. All of the current members of the Board attended the 2015 Annual Meeting of Stockholders.

There were seven meetings of the Board of Directors during 2015. All of the current directors attended at least 75% of the aggregate number of meetings of the Board and the Committees of the Board on which they served.

Our non-management directors meet regularly in executive sessions without management or the management directors. Mr. Nasella, our presiding director, presides at the executive sessions of the non-management directors.

Committees

The Board of Directors has standing Audit & Risk Management; Compensation; Nominating, Governance & Management Development; and Corporate Responsibility Committees. Each committee has a written charter adopted by the Board of Directors that is available free of charge on our website, www.pvh.com.

Audit & Risk Management Committee

The Audit & Risk Management Committee is currently composed of Messrs. Figuereo (Chairman), Marino and Rosenfeld, each of whom served on the Committee for the entirety of 2015. Bruce Maggin, a retired director, served as a member of the committee until June 2015. Each of Messrs. Figuereo, Marino and Rosenfeld has been determined by the Board to be independent for purposes of audit committee service under the New York Stock Exchange’s listing standards and Exchange Act Rule 10A-3 and an “audit committee financial expert,” as defined in Item 407 of Regulation S-K under the Exchange Act.

The Audit & Risk Management Committee must be composed of three or more directors, all of whom must meet the independence requirements identified above. The Committee is charged with providing assistance to the Board in fulfilling the Board’s oversight functions relating to the quality and integrity of our financial reports, monitoring our financial reporting process and internal audit function, monitoring the outside auditing firm’s qualifications, independence and performance, and performing such other activities consistent with its charter and our By-laws, as the Committee or the Board deems appropriate. The Committee will also have such additional functions as are required by the New York Stock Exchange, the SEC and federal securities law. The Committee is directly responsible for the appointment, compensation and oversight of the work of the outside auditing firm.

The Audit & Risk Management Committee held nine meetings during 2015.

Compensation Committee

The Compensation Committee is currently composed of Ms. Baglivo and Messrs. Nasella (Chairman) and Rydin, each of whom served on the Committee for the entirety of 2015. Our Chief Executive Officer, Chief Human Resources Officer, and General Counsel regularly attend and participate in meetings, as do representatives of ClearBridge Compensation Group (“ClearBridge”), the Committee’s independent compensation adviser since 2009.

The Compensation Committee must be composed of three or more directors. All members must be independent under the rules of the New York Stock Exchange and Rule 10c-1 of the Exchange Act and must qualify as “outside” directors under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and as “non-employee” directors under Rule 16b-3 under the Exchange Act. The Board has determined that all current members satisfy such requirements. The Committee is charged with discharging the Board’s responsibilities relating to the compensation of our Chief Executive Officer and all of our other “executive officers” as defined under New York Stock Exchange rules (which covers both “executive officers” and “officers” under the Exchange Act). The Committee also has overall responsibility for approving or recommending to the Board approval of, and evaluating, all of our compensation plans, policies and programs and is responsible for preparing the disclosure required by Item 407(e)(5) of Regulation S-K to be included in the proxy statement for each annual meeting of stockholders.

The Compensation Committee has delegated limited authority to our Chief Executive Officer to make equity awards under our 2006 Stock Incentive Plan, principally in connection with promotions and new hires. Pursuant to this authority, the Chief Executive Officer may grant, on an annual basis, a maximum of 100,000 shares, with each stock option treated as one share and each restricted stock unit granted treated as two shares, and may grant up to 5,000 stock options and 2,500 restricted stock units to each grantee. In addition, beginning in 2016, the Committee also delegated limited authority to our Chief Executive Officer to make discretionary equity awards to high potential and high performing executives below the senior executive level. Any awards made would be in addition to an individual’s standard annual grant and subject to the parameters established by the Committee. For 2016, these awards may not exceed $5 million in the aggregate and no individual may receive an award in excess of the individual’s standard annual award. The Committee has sole authority to grant equity awards to individuals whose compensation is set by the Committee, such as Section 16 officers and employees who are, or could be, a “covered employee” within the meaning of Section 162(m) of the Code.

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The Compensation Committee meets regularly throughout each year. Compensation decisions regarding the most recently completed fiscal year (e.g., determination of payouts of incentive plan awards) and the current fiscal year (e.g., setting base salaries, establishing performance-based awards and granting equity awards) are generally made at the meetings during the first quarter of the year. In addition, the Committee considers and approves at these meetings any new incentive compensation plans or arrangements that need to be approved by the Board or our stockholders. The other meetings are typically focused on reviewing our compensation programs generally and discussing potential changes to the program, including to address corporate governance and regulatory developments, as well as to address compensation issues relating to changes in executives and promotions among the executive ranks.

The Compensation Committee directs the compensation consultant, approves the scope of the compensation consultant’s work each year and approves the compensation consultant’s fees. The compensation consultant meets and works with the Committee and the Committee Chairman, as well as with our Chief Executive Officer and our Chief Human Resources Officer, in developing each year’s compensation packages and overall compensation program. The Committee reviews the compensation program and related matters annually and instructs the compensation consultant to provide information, analysis and recommendations to the Committee. Areas of focus in 2015 included the performance measures, performance cycles and payouts under our incentive compensation plans. The Chief Human Resources Officer reviews drafts of the materials the compensation consultant prepares for distribution to the Committee to ensure the accuracy of our internal data and, together with our General Counsel, provides additional guidance to the Committee regarding applicable matters such as employee perceptions and reactions, and legal and disclosure developments. The compensation consultant also assists the Committee in regard to its assessment of risks in our compensation program and consideration of tally sheets.

Management is prohibited from retaining the compensation consultant without obtaining the prior approval of the Compensation Committee. No such approval has been sought.

The Compensation Committee held seven meetings during 2015.

Nominating, Governance & Management Development Committee

The Nominating, Governance & Management Development Committee currently consists of Messrs. Fuller (Chairman), Nasella and Rydin, each of whom served on the Committee for the entirety of 2015. The Committee must be composed of three or more directors, all of whom must meet the independence requirement under the rules of the New York Stock Exchange. The Board has determined that all current members satisfy such requirement.

The Nominating, Governance & Management Development Committee is charged with identifying individuals qualified to become Board members and recommending director nominees to the Board, recommending director nominees for each committee, and recommending the Board Corporate Governance Guidelines relating to Board service. In evaluating potential candidates and the need for new directors, the Committee may consider factors such as professional experience and business, charitable or educational background, performance, age, service on other boards of directors and years of service on the Board, as the members deem appropriate.

The Nominating, Governance & Management Development Committee is also responsible for chief executive officer and management succession planning, as well as senior management development, and Board evaluations (see page 13).

The Nominating, Governance & Management Development Committee will consider for election to the Board of Directors a nominee recommended by a stockholder if the recommendation is made in writing and includes (i) the qualifications of the proposed nominee to serve on the Board, (ii) the principal occupations and employment of the proposed nominee during the past five years, (iii) each directorship currently held by the proposed nominee and (iv) a statement that the proposed nominee has consented to the nomination. The recommendation should be addressed to our Secretary.

The Nominating, Governance & Management Development Committee held seven meetings during 2015.

Corporate Responsibility Committee

The Corporate Responsibility Committee is currently composed of Ms. McIntyre (Chairperson), Ms. Baglivo and Mr. Callinicos, each of whom, other than Ms. McIntyre, served on the Committee for the entirety of 2015. Ms. McIntyre joined the Committee upon joining the Board in February 2015. Mr. Maggin and Rita Rodriguez, another retired director, served as members of the Committee until June 2015.

The Corporate Responsibility Committee must be composed of two or more directors and each must meet the independence requirement under the rules of the New York Stock Exchange. The Board has determined that all current members satisfy such requirement. The Committee is charged with acting in an advisory capacity to the Board and management with respect to policies and strategies that affect the Company’s role as a socially responsible organization.

The Corporate Responsibility Committee held four meetings during 2015.

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Other Corporate Governance Matters

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines. The Guidelines address several key areas of corporate governance, including director qualifications and responsibilities, Board committees and their charters, the responsibilities of the presiding director, director independence, director access to management, director compensation, director orientation and education, evaluation of management, management development and succession planning, and annual performance evaluations for the Board. The Nominating, Governance & Management Development Committee reviews the Guidelines annually and determines whether to recommend changes to the Board. The Guidelines are available free of charge on our website, www.pvh.com.

Leadership Structure of the Board

Our Chief Executive Officer currently serves as Chairman of the Board of Directors. Our Corporate Governance Guidelines provide for the independent directors to elect one of the independent directors to serve as presiding director for any annual period during which the Chief Executive Officer serves as Chairman. The Nominating, Governance & Management Development Committee is responsible for nominating the director to serve in such role. Mr. Nasella currently serves as our presiding director.

The duties of the presiding director include the following:

presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of non-management directors, including separate sessions of independent directors if there are non-independent, non-management directors;

serving as liaison between the Chairman and the non-management directors;

discussing with management or approving non-routine information sent to the Board;

reviewing and approving meeting agendas;

assuring that there is sufficient time for discussion of all agenda items;

having the authority to call meetings of the non-management and independent directors; and

if reasonably requested, ensuring that he or she is available for consultation or communication with stockholders.

The Board believes that no single leadership model is right for the Company and that whether the offices of Chief Executive Officer and Chairman should be combined or separate depends on the circumstances. The Board believes that combining these two roles, coupled with a presiding director with the duties described above, currently is the most effective leadership structure for us. Mr. Chirico’s combined role has promoted unified leadership and direction for the Board and executive management and has allowed for a single, clear focus for the chain of command to execute our strategic initiatives and business plans. Mr. Chirico’s extensive knowledge of and tenure at the Company places him in a unique leadership role.

The Board has adopted a number of governance practices to assure effective independent oversight, including:

requiring that the members of all key Board committees be independent under the rules of the New York Stock Exchange;

holding executive sessions of the non-management directors after every Board meeting and, when not all non-management directors are independent, regularly continuing these sessions with only the independent directors present; and

requiring a strong, independent, clearly defined presiding director role (as discussed above).

Board Evaluations

The Nominating, Governance & Management Development Committee oversees the annual Board evaluation process, which includes the construction of comprehensive questionnaires covering the Board, each committee and individual director performance. The questionnaires for the Board and each committee are also provided to executives and outside advisors who regularly attend the relevant committee’s meetings. The independent directors hold a meeting annually to discuss the results of and comments received on the Board questionnaire separate from a regular meeting of the Board. The committees consider their questionnaire comments and results are generally provided in advance of the meeting to facilitate discussion. The results of the individual self-assessments are reviewed by the Nominating, Governance & Management Development Committee to consider recommendations for education, the best ways to utilize each director’s skills, agenda items for Board meetings and make decisions on director nominations and the consideration of new directors.

Director Education

We encourage directors to pursue educational opportunities to enable them to better perform their duties and learn about emerging issues. In addition, we provide educational materials, including New York Stock Exchange materials, in-house education materials and outside publications, to directors on a regular basis. We have not budgeted or limited the amount to be spent on director education. Instead, we allow directors to

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determine the amount of education that they deem appropriate. The Nominating, Governance & Management Development Committee may also request directors seek out education programs or the Board receive presentations based on results from the individual director self-assessments. In our Corporate Governance Guidelines, we strongly encourage directors to attend at least one external director education program per year.

Risk Oversight

The Board of Directors oversees the management of risks related to the operation of our business. As part of its oversight, the Board receives periodic reports from members of senior management on various aspects of risk, including our enterprise risk management program and business continuity planning. Each of the Board committees oversees the management of risks that fall within its respective area of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. The Chairperson of each committee reports on the applicable committee’s activities at each Board meeting and has the opportunity to discuss risk management with the full Board at that time.

The Audit & Risk Management Committee has principal responsibility for risk assessment and risk management, as required under its charter and by New York Stock Exchange rules. As part of this role, the Committee monitors the operation of our enterprise risk management program. The Audit & Risk Management Committee receives an annual enterprise risk management report in which we identify our most significant operating risks and the mitigating factors that exist to control those risks. The Committee also receives regular reports from our Chief Risk Officer, Director of Risk Management, financial reporting and tax teams, General Counsel and others on various issues of risk and risk management programs. In addition, the Committee meets privately on a regular basis with representatives of our independent auditors to discuss our auditing and accounting processes and management.

The Compensation Committee considers as part of its oversight of our executive compensation program the potential for risky behavior in connection with our executive compensation program and the incentives created by the compensation awards that it administers. The Committee receives a risk assessment from its compensation consultant that analyzes the risks represented by each component of our executive compensation program, as well as mitigating factors. We discuss this in further detail herein under the heading “Risk Considerations In Compensation Programs.”

The Corporate Responsibility Committee monitors human rights, work conditions and environmental programs administered by our Global Compliance teams and receives updates on issues of significance that are encountered in our business.

Code of Ethics; Code of Business Conduct and Ethics

We have a Code of Ethics for our Chief Executive Officer and our senior financial officers. In addition, we have a Code of Business Conduct and Ethics for our directors, officers and employees. These codes are posted on our website, www.pvh.com. We intend to disclose on our website any amendments to, or waivers of, the Code of Ethics that would otherwise be reportable on a current report on Form 8-K. Such disclosure would be posted within four business days following the date of the amendment or waiver.

Political and Lobbying Activities

It is our practice not to contribute to political candidates, parties and causes. We do participate from time-to-time in lobbying activities, principally through our membership in industry associations. We also were actively involved in seeking an extension of the African Growth and Opportunity Act, which offers incentives for African countries to continue their efforts to open their economies and build free markets. We believe East Africa provides a potential opportunity for us to be involved in the vertically integrated production of apparel in an environment where our corporate responsibility standards can be implemented from the outset, including adherence to best practices in working conditions, workers’ rights, building and fire safety, and use of green energy sources.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based upon our review of the filings furnished to us pursuant to Rule 16a-3(e) promulgated under the Exchange Act and on representations from our officers and directors, all filing requirements of Section 16(a) of the Exchange Act were complied with during the fiscal year ended January 31, 2016.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis section of this Proxy Statement. Based on this review and discussion, the Committee has recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.

Compensation Committee

Henry Nasella, Chairman
Mary Baglivo
Craig Rydin

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COMPENSATION DISCUSSION AND ANALYSIS

		Introductory Note
		This section explains our compensation program for the following individuals, who we refer to as our Named Executive Officers or NEOs: * Emanuel Chirico, our Chairman and Chief Executive Officer * Michael A. Shaffer, our Executive Vice President and Chief Operating & Financial Officer * Francis K. Duane, Chief Executive Officer, Heritage Brands and North America Wholesale * Daniel Grieder, Chief Executive Officer, Tommy Hilfiger Global and PVH Europe * Steven B. Shiffman, Chief Executive Officer, Calvin Klein

Executive Summary

We have evolved from our 1881 roots to become a diversified global company with over $8 billion in 2015 revenues through a combination of strategic acquisitions and by successfully growing our brands globally across all distribution channels. We launched the Van Heusen soft-folding collar in 1921, acquired IZOD in 1995, and added Calvin Klein and ARROW to our portfolio in the early 2000s, Tommy Hilfiger in 2010, and Calvin Klein Underwear, Calvin Klein Jeans, Speedo4, Warner’s and Olga in 2013 through our acquisition of The Warnaco Group, Inc. (which we refer to as “Warnaco”). Our global infrastructure, sourcing network, and brand teams are leveraged over three business groups — Calvin Klein, Tommy Hilfiger and Heritage Brands — which market these and other brands, helping us to secure our position as one of the largest apparel companies in the world.

2015 Performance

We achieved solid underlying financial performance. Earnings per share was $7.05† on a non-GAAP basis. This exceeded our initial guidance of $6.75 to $6.90† on a non-GAAP basis and subsequent guidance updates. GAAP earnings per share was $6.89 compared to $5.27 in the prior year.

Our earnings per share decreased on a non-GAAP basis, inclusive of a $1.38 negative impact compared to the prior year primarily related to foreign currency exchange rates.

Earnings per share on a non-GAAP, constant currency basis (which excludes the negative impact primarily related to foreign currency exchange rates) was $8.43†, or an increase of 15%† compared to earnings per share of $7.30† on a non-GAAP basis in the prior year.

Approximately 65% of our earnings before interest and taxes on a non-GAAP basis (and 45% of our revenues) in 2015 were generated outside the United States. The U.S. dollar appreciated against the currencies of substantially all the foreign jurisdictions where we operate, including (but not limited to) the euro, Canadian and Australian dollars, Chinese yuan renminbi, and Brazilian real. The appreciation of the U.S. dollar against these currencies had a significant negative impact on the reported results for our international businesses, as revenues and earnings generated in these markets faced both translational and transactional pressures.5

As one of the largest apparel companies in the world, these currency-related headwinds were significant and were impossible to circumvent completely. Accordingly, our stock experienced significant downward pressure. This was disappointing, as we believe that our solid underlying results and execution of our strategic objectives were overshadowed by the macroeconomic backdrop.

For 2015:

Our Calvin Klein business was a highlight, as investments we made over the last few years continued to generate solid results, and we saw strength across virtually all regions where we operate.

Our Tommy Hilfiger business saw positive momentum in its international markets, highlighting the power of the brand.

Our Heritage Brands business produced a notable improvement in profitability.

Earnings before interest and taxes was $761 million on a GAAP basis compared to $530 million in the prior year.

†

Reconciliations to GAAP amounts appear on Exhibit A.

The Speedo brand is licensed in perpetuity for North America and the Caribbean from Speedo International, Limited.

Translational pressures relate to the conversion to U.S. dollars of revenues earned in foreign currencies. Sales convert into a lower value in U.S. dollars in our results when the dollar increases in value against the foreign currency. Transactional pressures relate to the purchase of goods in U.S. dollars by our foreign subsidiaries, which is a standard practice in the industry. Our results were negatively affected by the appreciation of the U.S. dollar because it meant the inventories held in foreign jurisdictions had a higher local currency value and a higher local currency cost of goods when sold, meaning lower profitability.

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Our earnings per share, revenue, and earnings before interest and taxes performance over the past three years were as follows:

Excludes the negative impact primarily relating to foreign currency impact. Reconciliations to GAAP amounts appear on Exhibit A.

The charts below demonstrate our performance against our 2015 peer group for the one -, two - and three -year periods ended 2015 in key performance metrics.

[MISSING IMAGE: t1601149_chrt-performance.jpg]

Earnings per share amounts used are on a non-GAAP basis, as reported by us.

Overall percentile ranking excludes Total Shareholder Return vs. S&P 500.

2015 Compensation Highlights

Our stockholders overwhelmingly approved the compensation of our NEOs in the annual advisory vote, with approximately 97% of the votes cast in favor of this proposal (nearly identical to the results since voting was implemented in 2012). We interpret these results, coupled with discussions that we have had with investors, as a validation of our compensation program. As a result, we retained our general approach to executive compensation, except for the changes noted below under “Other Highlights” that we believe enhance alignment with stockholder interests.

†

Reconciliations to GAAP amounts appear on Exhibit A.

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Compensation results demonstrated that our pay for performance model works, as good financial performance for 2015 resulted in annual bonus payouts for all NEOs above target levels but weak long-term results for various performance share unit awards with performance cycles that ended in 2015 or shortly thereafter resulted in no payouts being made to the NEOs. More specifically, as a result of our solid performance in 2015:

Messrs. Chirico and Shaffer, whose bonus awards are based solely on corporate performance, received annual bonuses between target and maximum levels.

Mr. Duane, who receives awards subject to both corporate and divisional performance, received an aggregate payout that was at substantially the same level as the bonuses paid to Messrs. Chirico and Shaffer.

Mr. Grieder, who also receives bonus awards subject to both corporate and divisional performance, earned an aggregate bonus well above target level based on the outperformance of the Calvin Klein Europe and Tommy Hilfiger International businesses.

Mr. Shiffman, who also receives bonus awards subject to both corporate and divisional performance, earned a total bonus payout that was just above target due to weakness in the Calvin Klein North America business.

However, as a result of our underperformance over the past few years, no payouts were earned by any of the NEOs for the performance share units granted to them in 2014 for the two-year performance cycle ended in 2015, as cumulative earnings per share for the period was below the threshold level. There was also no payout of the “GRIP II” (Growth and Retention Incentive Plan II) performance share unit awards we granted in 2013 to incentivize certain executives, including the NEOs, to oversee the smooth integration of Warnaco’s businesses and the growth of those businesses consistently with management’s plans developed in connection with the acquisition. The performance measures used for the GRIP II awards were absolute stock price growth and total shareholder return (which we also refer to as “TSR”) as compared to the total shareholder return of the companies included in the S&P 500 Index at the time the award was made. One-half of the award was tied to each measure and covered a three-year performance cycle ended May 5, 2016. Performance did not reach the threshold level for either measure.

The following graph illustrates the strong alignment of our compensation program with the creation of long-term stockholder value. It shows Mr. Chirico’s target total compensation and actual total compensation for each of 2013, 2014 and 2015 as compared to our one-year and cumulative three-year TSR for each of those years; Mr. Chirico’s compensation rises and falls with our TSR. Target total compensation consists of salary, target bonus, the value of stock option and restricted stock unit grants made in each year, the target value of performance share unit awards for the performance cycle beginning in each year, and one-third of the value of the GRIP II award. Actual total compensation includes actual salary, actual bonus paid, the value of stock option and restricted stock unit grants made in each year (i.e., the same value included in target total compensation) and the value as of the last business day of the year of the payouts earned on performance share unit awards for performance cycles that ended in each year (although the awards earned in 2013 and 2014 were subject to a one-year vesting period and not paid out until 2014 and 2015, respectively). For 2013, actual total compensation also includes one-third of the value of the payout of a special performance share unit award granted in 2010 in connection with the Tommy Hilfiger acquisition covering a three-year performance cycle from June 2010 to June 2013. The alignment of pay is also consistent with the TSR for the S&P 500 index, as shown below the graph.

[MISSING IMAGE: t1601149_chrt-3yrscompen.jpg]

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The charts below demonstrate that the compensation paid to our Named Executive Officers is generally consistent with the charts above that show our performance for 2015 and the two- and three-year periods then ended as compared to our peer group. The following charts are the benchmarking comparisons for the 2015 actual total cash compensation and actual total compensation of each of our NEOs. “Total cash compensation” consists of salary and bonus, and “total compensation” consists of salary, bonus, the value of stock option and restricted stock unit grants made in 2015 and the value of the payouts received from long-term incentive awards for performance cycles that ended in 2015.

[MISSING IMAGE: t1601149_chrt-compensation.jpg]

Mr. Shaffer is compared to peer CFOs and Messrs. Duane, Grieder and Shiffman are compared to peer group business unit heads (squares). Messrs. Shaffer, Duane, Grieder and Shiffman are all compared to the average of the 2nd, 3rd, 4th, and 5th ranked peer group executives (triangles).

CEO Compensation

There were no changes to Mr. Chirico’s compensation package.

Mr. Chirico’s compensation as presented in the Summary Compensation Table was $11.6 million, down 11% from 2014.

Compensation of Other NEOs

We increased the base salaries of the other NEOs to reflect their individual performance and peer comparisons.

We increased Mr. Shaffer’s potential bonus payout percentage at target due to his role, internal pay equity and peer comparison.

We increased Mr. Grieder’s annual bonus opportunity to address the additional responsibilities he assumed for our Calvin Klein Europe business when he became Chief Executive Officer, Tommy Hilfiger Global and PVH Europe, on July 1, 2014.

Pay for Performance

All NEOs, other than Mr. Grieder, saw a decrease in cash compensation due to our performance during 2015. Mr. Grieder’s compensation increased as a result of the change to his bonus opportunity, as described immediately above, and the performance of the Calvin Klein Europe business.

We used negative discretion in paying out the bonuses to all NEOs based on corporate performance. The decision to use negative discretion reflected a qualitative assessment of our performance by the Compensation Committee as compared to the earnings per share performance yielded by the bonus plan calculation.

Other Highlights

The performance cycle for annual grants of performance share unit awards was increased from two years with an additional one year vesting period to three years (without an additional vesting period).

The performance measure for annual grants of performance share unit awards was changed from cumulative earnings per share to absolute stock price growth and total shareholder return as compared to the total shareholder return of the companies included in the S&P 500 Index at the time the award was made for the three-year performance cycle. One-half of the award was tied to each measure.

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2015 Compensation Program

Philosophy and Approach

We compare the total potential compensation that a Named Executive Officer can earn to the most comparable executives at the companies in our peer group (see pages 26 to 27) when establishing the compensation packages each year. We calculate the total compensation paid or expected to be paid to our Named Executive Officers at the end of each year and compare that amount to the total compensation paid to the comparable executives.

Daniel Grieder. The compensation package for Mr. Grieder has been structured somewhat differently than the other NEOs due to a number of factors, including his significant ownership interest in our Common Stock when we acquired Tommy Hilfiger as a result of shares he received in exchange for his interests in Tommy Hilfiger, his employment outside of the U.S., and his status as a non-U.S. taxpayer. Accordingly, not all of the discussion regarding our NEOs pertains to him.

Mr. Grieder’s cash compensation is paid in euros but is based on a base-salary level tied to Swiss francs. This approach was implemented in April 2015 because Mr. Grieder, who is a resident of Switzerland, had his salary effectively reduced when Swiss authorities unexpectedly decoupled the Swiss franc from the euro in January 2015, and the franc quickly and significantly increased in value against the euro. The effective reduction of Mr. Grieder’s salary was approximately 20%. We reset his salary from euros to the Swiss franc equivalent on the effective date. All subsequent payments of his salary were made in euros on the then-current Swiss franc to euro exchange rate.

Program Elements

The table shows the principal elements of our compensation program for our NEOs and the value attributable to each element for 2015. Base salaries are shown at the highest level for the year. See page 22. Bonuses are at the target level payouts. RSUs and stock options are at grant date value. Annual PSUs are at grant date value, at target. GRIP II awards are equal to one-third of total value, at target. See page 25 for a description of the GRIP II awards.

COMPENSATION
ELEMENT

BASE SALARY

ANNUAL BONUS

RESTRICTED
STOCK UNITS
(“RSUs”)

STOCK OPTIONS

PERFORMANCE
SHARE UNITS
(“PSUs”)

FREQUENCY

Reviewed annually

Granted annually

Two awards:

■

Annual grant1

■

“GRIP II” award
(made in 2013)

FORM

Cash

Equity

FIXED VS. AT-RISK

Fixed

At-Risk

PERFORMANCE CYCLE/VESTING

N/A

1 year

4 years – vesting 25% on 2nd and 3rd anniversaries and 50% on 4th anniversary of grant

4 years – vesting 25% on each of 1st, 2nd, 3rd and 4th anniversaries of grant

3 years

PERFORMANCE MEASURES

N/A

■

EPS for all NEOs

■

Divisional operating income for NEOs with divisional responsibilities

Adjusted net income2

N/A

Absolute stock price growth and relative TSR

2015 VALUES

Emanuel Chirico

$1,350,000

$2,025,000

$1,525,214

$2,161,688

■

Annual Grant: $3,818,598

■

GRIP II: $1,996,974

Michael A. Shaffer

$875,000

$700,000

$550,127

$662,345

■

Annual Grant: $251,253

■

GRIP II: $501,298

Francis K. Duane

$1,075,000

$806,250

$450,084

$613,016

■

Annual Grant: $201,043

■

GRIP II: $501,298

Daniel Grieder

€854,8993

€854,899

$500,380

$471,861

■

GRIP II: $998,487

Steven B. Shiffman

$875,000

$656,250

$300,056

$282,310

■

Annual Grant: $201,043

■

GRIP II: $422,947

footnotes appear on following page

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footnotes to table on previous page

Mr. Grieder traditionally did not receive annual grants of PSUs. He received his first in 2016.

Applies only to the U.S.-based Named Executive Officers and is intended solely to satisfy the conditions for the deductibility of the awards under Section 162(m) of the Code.

Mr. Grieder’s salary is paid in euros and has been converted from Swiss francs at a Swiss franc to euro exchange rate of 0.93945, which was the average rate for the year. See page 19.

Our compensation program does not prescribe a specific formula for the mix of pay elements but all compensation packages are weighted towards incentive compensation elements over base salary and long-term elements over annual elements. We start with the median of the applicable peer group executives when setting the compensation packages for each NEO and then consider both objective and subjective factors, such as job responsibility; individual, business unit and corporate performance; potential for advancement; tenure with the Company; and internal pay equity. Additionally, the Compensation Committee receives input from management, particularly Mr. Chirico and the Chief Human Resources Officer.

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Below are certain of our compensation practices. We do these things, or refrain from doing them, because we believe they align our compensation program (and our NEOs) with the interests of our stockholders, avoid excessive risk in our program or are considered best practices.

		Things We Do
		✓ We engage with stockholders on inquiries regarding our compensation practices and the Chairman of the Compensation Committee is available at our Annual Meeting to answer questions on our compensation program.
		✓ Most compensation components are subject to our performance and the performance of our Common Stock, with an emphasis on long-term components.
		✓ We establish performance targets that we believe are rigorous but do not encourage excessive risk.
		✓ We use different performance measures for annual bonuses (earnings per share and divisional operating income) and long-term performance-based awards (relative TSR and absolute stock price).
		✓ Our Chief Executive Officer is required to hold Common Stock with a value equal to six times his annual base salary. Our other NEOs must hold Common Stock with a value equal to their respective annual base salaries.
		✓ NEOs who are not in compliance with their ownership guideline must hold 50% of their after-tax shares received upon vesting or exercise of awards until they are.
		✓ Our change in control arrangements are “double trigger.”
		✓ We believe we provide robust disclosure of our compensation program and each NEO’s compensation package, including in regard to the performance measures we use, goal setting, targets and payouts.
		✓ All of our incentive compensation plans include clawback provisions.
		✓ The Compensation Committee consists of three independent directors who have engaged the services of an independent compensation advisor.
		✓ Awards under our incentive plans are capped.
		✓ We conduct an annual risk assessment of our executive compensation program.

		Things We Do Not Do
		✘ We have not made awards to our NEOs solely based on retention or to replace awards that did not or are not expected to pay out.
		✘ We have not made outsized awards to induce someone to become employed by us.
		✘ We do not grant discretionary awards that are not substantiated by Company and individual performance.
		✘ We do not allow “retesting” or use multiple one-year targets with our annual bonus awards that provide NEOs with more than one opportunity to receive the same payout.
		✘ We do not permit repricing of underwater stock options.
		✘ We do not accrue dividends or dividend equivalents on PSUs during the performance cycle.
		✘ We do not use an aspirational peer group. Our revenue would place us between the sixth and seventh companies in the peer group (which includes 14 companies), as ranked by revenue.
		✘ Pension and welfare benefits and perquisites are not a significant part of our NEOs’ compensation.
		✘ NEO employment agreements do not provide for tax gross-ups.
		✘ We do not provide any special benefits or compensation upon the death of a NEO.
		✘ We do not permit our NEOs to pledge our securities, hold securities in a margin account or engage in hedging or similar transactions.

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Executive Compensation Overview

Base Salaries

Objective. We pay base salaries to provide our executive officers with a stable and secure source of income at a market-competitive level in order to retain and motivate these individuals.

Considerations. Base salaries are based upon our overall performance and expected performance, the performance of each individual executive officer, and the performance of the executive’s division (for operational executives), as well as upon market considerations, peer data and other factors. Examples of these other factors include time between salary increases, promotion (and the base salary of any predecessor in the position), expansion of responsibilities, advancement potential, and the execution of special or difficult assignments. Additionally, the Compensation Committee takes into account the relative salaries of our Named Executive Officers. No specific weight is attributed to any of the factors; all factors are considered and a subjective determination is made.

2015 Decisions. Salary increases are generally effective on June 1 of the year granted.

Name	2015 Base Salary			Increase from Prior Year (%)
Emanuel Chirico		$	1,350,000		—
Michael A. Shaffer		$	875,000		2.9
Francis K. Duane		$	1,075,000		2.4
Daniel Grieder		€	854,899		11.2
Steven B. Shiffman		$	875,000		2.9

Salary increases were generally based on the executive officers’ performance during 2014, expected performance in 2015, additional responsibilities assumed in connection with promotions, internal equity, and peer data.

Short-Term Incentives

Performance Incentive Bonus Plan

Objective. We make annual bonus awards under our Performance Incentive Bonus Plan to provide cash compensation on an annual basis that is at-risk and contingent on the achievement of overall Company performance or divisional performance goals. We establish performance targets that we believe are rigorous but do not encourage excessive risk. No NEO has earned a maximum payout since 2011.

Considerations. We believe annual bonuses are appropriate to incentivize our Named Executive Officers to execute against the budget and divisional business plans reviewed and approved by our Board and discussed with investors at the beginning of each fiscal year.

2015 Decisions. The earnings per share and divisional earnings goals at target were based on the budget approved by the Board at the beginning of 2015, with the other goals based off of the applicable target. The earnings per share goal at target is also directly related to the earnings per share guidance we give to investors at the beginning of each year, typically being at or near the midpoint of the guidance range, as was the case in 2015. The earnings per share goal at target is typically above the actual earnings per share on a non-GAAP basis reported for the prior year. This was not the case for 2015.

The target level of performance for 2015 bonuses was set below actual 2014 earnings per share on a non-GAAP basis because of a projected $1.30 per share negative effect expected to be incurred primarily as a result of the strengthening of the U.S. dollar against most major foreign currencies in which we transact business. Since 2013, over 50% of our earnings have been generated outside of the U.S. and, beginning in 2014, the U.S. dollar began appreciating against the currencies of substantially all of the jurisdictions where we operate. We knew at the time bonus awards were made that the appreciation of the U.S. dollar against these currencies would have a significant impact on our reported results and established earnings goals that took into account the estimated impact.

The target goal exceeded 2014 performance on a non-GAAP basis by 11%, excluding the projected negative impact primarily relating to foreign currency. The threshold level performance goal for 2015 was approximately 85% of target and the maximum level performance goal was approximately 115% of target. The range varies from year to year based on the Compensation Committee’s evaluation of the business environment, such as macroeconomic volatility and the consumer environment, although a specific formula or reference to any specific measures is not used. The performance goals for 2015 below and above target that needed to be achieved to attain the other performance levels were within the range used in prior years.

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	Threshold Earnings Per Share ($)		(Decrease) From Prior Year Earnings Per Share (%)		Target Earnings Per Share ($)		(Decrease) Increase From Prior Year Earnings Per Share (%)		Maximum Earnings Per Share ($)		Increase From Prior Year Earnings Per Share (%)
Actual Goals		5.80		(20.5)		6.80		(6.8)		7.80		6.8
Goals Excluding FX Impact1		7.10		(2.7)		8.10		11.0		9.10		24.7

Represents goals and changes from prior year excluding the projected $1.30 negative impact primarily relating to foreign currency.

We used $7.05 as our earnings per share for determining bonus payouts, which is the same result reported to investors on a non-GAAP basis. We used negative discretion to eliminate certain one-time tax benefits that could have been included in the results off of which the corporate bonus was paid, as we believe the reduction was appropriate in light of a qualitative review of our actual performance. We believe it is important to note that the $7.05 included $1.38† primarily related to the negative effect of foreign currency, which is consistent with (and slightly above) the negative effect included in developing the bonus targets. The $7.05 represents a 3.4% decrease over 2014 earnings per share used for the payment of bonuses, including the negative effect of foreign currencies. Earnings per share improved 15.5%† if the foreign currency effect is excluded.

	Potential Payouts (% of Base Salary)						Actual Payouts
Name	Threshold		Target		Maximum		% of Base Salary		$
Emanuel Chirico		75		150		300		187.50		2,531,250
Michael A. Shaffer		37.5		80		175		103.75		907,813

Messrs. Duane, Grieder and Shiffman were eligible to receive bonus payouts based upon corporate earnings and the earnings of the business divisions for which each had or shared responsibility at the time the awards were granted. We increased Mr. Grieder’s annual bonus opportunity at the divisional level to address the additional responsibilities he assumed for our Calvin Klein Europe business when he became Chief Executive Officer, Tommy Hilfiger Global and PVH Europe, on July 1, 2014. His 2014 bonus award was made prior to his promotion and did not include performance opportunity for the Calvin Klein Europe business he now oversees.

			Earnings Goals
Name (Business Divisions)	Percentage of Bonus Opportunity		Threshold			Target			Maximum			Actual
Francis K. Duane (Heritage Brands and North America Wholesale)		50		$	200,000,000		$	216,809,000		$	240,000,000		$	222,932,000
Daniel Grieder (Tommy Hilfiger International and Calvin Klein Europe)		70		€	215,500,000		€	226,949,000		€	249,500,000		€	254,527,000
Steven B. Shiffman (Calvin Klein Global Licensing and Retail)		70		$	326,000,000		$	362,451,000		$	399,000,000		$	355,808,000

		Potential Payouts (% of Base Salary)						Actual Payouts
Name	Earnings Component	Threshold		Target		Maximum		% of Base Salary		€/$
Francis K. Duane	Company		18.75		37.5		87.5		50.00		$	537,500
	Divisional		18.75		37.5		87.5		50.70		$	545,025
	Total		37.5		75		175		100.70		$	1,082,525
Daniel Grieder	Company		15		30		45		33.75		€	288,528
	Divisional		35		70		105		105.00		€	897,644
	Total		50		100		150		138.75		€	1,186,172
Steven B. Shiffman	Company		11.25		22.5		52.5		30.00		$	262,800
	Divisional		26.25		52.5		122.5		47.72		$	417,550
	Total		37.5		75		175		77.72		$	680,050

†

Reconciliations to GAAP amounts appear on Exhibit A.

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Long-Term Incentives

Stock Options and Restricted Stock Units

Objective. We make annual grants under our 2006 Stock Incentive Plan of stock options and restricted stock units to our NEOs in order to align their interests with those of our stockholders. The value of these awards is at-risk.

Considerations. We believe that stock options provide an incentive to recipients to increase stockholder value over the long-term, as the maximum benefit of the stock options granted cannot be realized unless stock price appreciation occurs over a number of years. Moreover, we believe that stock options have the potential to deliver more value to an executive than restricted stock units.

We grant restricted stock units because they mimic the interests of stockholders, as both increases and decreases in our stock price have the same effect on holders of restricted stock units as they do on stockholders. Additionally, they serve as a constant incentive, regardless of fluctuations in stock price.

We believe that the use of both stock options and restricted stock units is consistent with our compensation philosophy, as each aligns our executives with stockholder interests in different ways.

2015 Decisions. We granted both stock options and restricted stock units to our Named Executive Officers during 2015. The restricted stock unit awards granted to Messrs. Chirico, Shaffer, Duane and Shiffman, who are on our U.S. payroll, are subject to a performance-based condition that is intended to satisfy the conditions for the deductibility of the awards under Section 162(m) of the Code, in addition to the time-based criteria for vesting. Specifically, the awards required us to achieve $150 million of adjusted net income for any of 2015, 2016, 2017 or 2018. We achieved the required level in 2015. As a result, each of these officers will vest in his award, assuming he remains employed by us through each of the vesting dates, which end in 2019.

Performance Share Units

Objective. We make annual grants under our 2006 Stock Incentive Plan of performance share units. The purpose of these awards is to provide compensation that is at-risk and contingent on the achievement of the selected performance criteria over an extended period. Performance share units have additional links to our performance and alignment with stockholder interests, as their value will increase if our stock price is higher at the end of the performance cycle than it was on the grant date (and will decrease if the stock price is lower). These awards also have retentive value because they generally only pay out if the participant remains employed for the entire performance cycle.

Considerations. Performance share unit awards granted in 2015 were subject to a three-year performance cycle, with 50% of the award subject to absolute stock price performance and 50% subject to relative total shareholder return. Prior to 2015, cumulative earnings per share had been the principal component of all annual performance share unit awards and we had used TSR and absolute stock price performance for the three-year performance cycle for the GRIP II award, which was granted in 2013. We discontinued using an earnings per share-based measure on the annual PSU awards after 2014 and there are no current long-term awards outstanding that are subject to an earnings per share-based measure. We changed the measures because we believe that using these additional measures provides a balanced focus on driving long-term financial performance with the ultimate goal of creating value for our stockholders and to address current views that the use of the same financial measure for both annual and long-term incentive compensation may not be “best practices.”

Potential payouts of performance share unit awards are determined by taking the applicable monetary amounts at threshold, target and maximum and converting the amount to a number of shares based on the value of our Common Stock when the award is granted.

2015 Decisions — New Awards

All of our Named Executive Officers, other than Mr. Grieder, received awards of performance share units in 2015 with respect to a performance cycle covering the second quarter of 2015 through the first quarter of 2018. One-half of each executive’s award is subject to achievement of absolute stock price growth and the other half is subject to our TSR relative to the total shareholder return of the other companies included in the S&P 500 Index at the time the awards were made. The following are the performance goals:

Threshold

Target

Maximum

Compound Annual Growth in Stock Price (%)

12.5

Relative TSR (Percentile)

35th

50th

80th

These goals are presented solely for the purpose of describing our compensation program. They are not management’s estimates of results or other guidance. Investors should not apply these goals to other contexts.

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The following are the potential payouts and the values of the payouts on the grant date:

	Shares (#)						Award Values ($)1
Name	Threshold		Target		Maximum		Threshold		Target		Maximum
Emanuel Chirico		18,861		37,722		84,875		1,947,210		3,894,419		8,762,495
Michael A. Shaffer		1,241		2,482		4,964		128,121		256,242		512,483
Francis K. Duane		993		1,986		3,971		102,517		205,035		409,966
Steven B. Shiffman		993		1,986		3,971		102,517		205,035		409,966

The award values are equal to the number of shares multiplied by $103.24, the closing price of our Common Stock on the grant date. The award values are not calculated in the same manner as the grant date fair values that are required to be included in the Summary Compensation Table. See page 30.

2015 Decisions — Payouts of Awards for 2014 — 2015 Performance Cycle

None of our NEOs who were granted performance share unit awards earned payouts of their awards for the two-year performance cycle ended January 31, 2016. These awards, if they had paid out, would have included a one-year time vesting period following the certification of performance. The earnings per share growth targets and actual performance with respect to the cycle were as follows:

	Threshold Cumulative Earnings Per Share ($)			Compound Growth (%)						Target Cumulative Earnings Per Share ($)						Compound Growth (%)						Maximum Cumulative Earnings Per Share ($)						Compound Growth (%)						Actual ($)
	15.05					3.7						15.91						7.6						17.63						15.1						14.21

	Shares (#)
	Potential Payouts						Actual
Name	Threshold		Target		Maximum		Actual
Emanuel Chirico		15,148		30,296		68,166		0
Michael A. Shaffer		997		1,994		3,987		0
Francis K. Duane		798		1,595		3,190		0
Steven B. Shiffman		798		1,595		3,190		0

GRIP II Awards

We granted the GRIP II awards in 2013 to incentivize certain executives, including the NEOs, to oversee the smooth integration of Warnaco’s businesses and the growth of those businesses consistently with management’s plans developed in connection with the acquisition. The performance measures used for these awards also are absolute stock price growth and TSR as compared to the TSR of the companies included in the S&P 500 Index at the time the award was made. The financial measures cover a three-year performance cycle. We took the GRIP II award into consideration in formulating 2015 compensation packages, ascribing one-third of the grant date value at target to each year.

The performance cycle for the GRIP II awards ended on May 5, 2016. The threshold performance levels were 5% cumulative annual growth for our stock price and TSR in the 35th percentile. We did not achieve threshold performance for either measure and, therefore, there were no payouts.

Other Benefits

Our Named Executive Officers, other than Mr. Grieder, participate in our Pension Plan, Supplemental Pension Plan, Associates Investment Plan (our 401(k) plan, “AIP”), Supplemental Savings Plan and Executive Medical Reimbursement Insurance Plan. Mr. Grieder participates in the Zwitserleven Pensioen Plan (a defined contribution plan for associates in the PVH Europe headquarters in Amsterdam). In addition, Messrs. Chirico and Duane are parties to capital accumulation program agreements with us. See “Executive Compensation — Pension Benefits,” “Executive Compensation — Non-qualified Deferred Compensation” and “Executive Compensation — Summary Compensation Table” for a description of the U.S. programs.

We believe that the benefits offered under our retirement, pension and welfare plans serve a different purpose than do the other components of compensation. In general, they are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on compensation and years of service. Benefits offered to our executive officers are similar to those that are offered to the general employee population, with some variation to promote tax efficiency and replace benefit opportunities lost due to regulatory limits.

Perquisites are limited and generally consist of discounts in our retail stores available to all employees and, in certain cases, clothing allowances and gym memberships. We provide clothing allowances for purchases at our Calvin Klein Collection store to key executives of our Calvin Klein business, including Mr. Shiffman, as well as other certain executives who regularly speak publicly, in order for them to portray the image of our Company and

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the Calvin Klein brand. We also own a car and employ a driver who drives executives to and from meetings, including among our four New York City and five New York metropolitan area offices, and provides other work services (such as messenger services). Although the majority of the driver’s services (and, therefore, the costs associated with the car) are for business purposes, we do allow Mr. Chirico to use the service for personal purposes, generally his daily commute, as we believe this service enables him to be more productive during this time. Mr. Grieder is a resident of Switzerland and receives a housing allowance to cover housing expenses while working in Amsterdam, where our European operations are based. We believe this to be a common employment practice for key executives in Europe who work outside their home country and return to their home countries for weekends. Lastly, as part of certain of our marketing activities, including sponsorships of the National Football League’s New York Giants and the National Basketball Association’s Brooklyn Nets, we have a limited number of tickets (including use of a suite) to New York Giants football games at MetLife Stadium and events at the Barclays Center. These are provided at no cost to us and, at times, may be used personally by our NEOs, as they are available to all of our employees on a non-discriminatory basis. We also own rights to suites at Amsterdam Arena (home of Ajax Amsterdam, a team in the Eredivisie, the top soccer league in the Netherlands) and MetLife Stadium for the New York Jets, as well as a box for the United States Tennis Association’s U.S. Open. Although primarily used for business purposes, tickets to the suites and box may on occasion be used personally by associates, including our NEOs.

Administration of Compensation Programs

General

Although this discussion and analysis is framed in terms of “our” (i.e., management’s) approach to compensation and speaks to actions taken by the Compensation Committee of the Board of Directors, our compensation program is a cooperative effort among management, the Committee and the full Board, with advice from ClearBridge Compensation Group. ClearBridge is engaged by, and reports directly to, the Committee and has been determined by the Committee to be independent under SEC rules and NYSE listing standards. ClearBridge also advises, and reports to, the Nominating, Governance & Management Development Committee on non-employee director compensation.

Our compensation program and plans have flexibility that permit the use of other elements and varying terms. The Compensation Committee reviews the program annually, keeping abreast of regulatory changes, following marketplace developments and analyzing practices within our peer group.

This effort is intended to ensure that our practices are consistent with stockholder interests and enable us to recruit, retain and motivate qualified employees. In administering the program each year, the Compensation Committee determines what elements to use, the terms of all awards and, with respect to performance cycles concluded, the achievement of financial goals and any payouts to be made.

Use of Non-GAAP Results. Performance targets based on corporate or divisional performance are typically measured on a non-GAAP basis. The Compensation Committee determines at the time it establishes the targets certain types of expenses, costs and other matters (such as acquisition and related restructuring and integration costs and subsequent changes in tax or accounting rules) that it believes should not affect the calculation of the achievement of a performance goal. Divisional performance targets also typically exclude corporate allocations, costs associated with corporate initiatives, and other matters that management recommends to the Committee not to be considered.

The corporate and divisional earnings targets discussed in this Proxy Statement all include adjustments and exclusions of the type discussed. These adjustments and exclusions may differ from those used by management when providing guidance and discussing results, particularly as a year progresses and unanticipated items are incurred, and as a multi-year performance cycle progresses and specific items are identified, actual costs are quantified and unanticipated items are incurred. As a result, the earnings results and targets discussed above differ from, or may not in the future be aligned with, our reported earnings.

Timing of Equity Awards. Our equity award policy provides that the annual grant of stock options and restricted stock units to our senior executives, including our NEOs, generally will be approved by the Compensation Committee at a meeting held during the period commencing two days after the public release of the prior year’s earnings results and ending two weeks prior to the end of the first fiscal quarter of the current year. Equity awards may be made to our NEOs outside of the annual grant process in connection with a promotion, assumption of new or additional duties or other appropriate reason. All such grants to our NEOs must be approved by the Committee and generally will be made on the first business day of the month following the effective date of the precipitating event (or on the effective date, if the first business day of a month). The Committee retains the discretion not to make grants at the times provided in the policy if the members determine it is not appropriate to make a grant at such time, such as if they are in possession of material non-public information. Additionally, the Committee retains the discretion to make grants, including an annual equity grant, at times other than as provided in the policy if the members determine circumstances, such as changes in accounting and tax regulations, warrant making a grant at such other times.

Industry Peer Group

The Compensation Committee considers a study compiled by ClearBridge of compensation packages for executives in an industry peer group, generally culled from public filings and published compensation benchmark surveys, as part of its review when considering compensation packages. On an annual basis, ClearBridge identifies companies involved in the wholesale or retail of apparel and related products that use similar channels of distribution and are of a comparable size to us and the Committee reviews, considers and approves the group. The peer group is used to provide market context for compensation decisions, both because these are the companies with which we compete for executive talent and it helps the Committee assess the reasonableness of our compensation packages.

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The peer group consists of public companies with wholesale or retail apparel or related products businesses that had revenues for their most recently completed fiscal year between approximately 45% and 200% of our annual revenue. We removed Nordstrom Inc. from the peer group and added Michael Kors Holdings Limited to the peer group for 2015. Nordstrom was removed because we determined that their business was not sufficiently comparable to ours. Michael Kors was added because we believe it to be a comparable business and, having only gone public in 2012, they did not previously have sufficient information available publicly to include them in the peer group.

Abercrombie & Fitch Co.

Hanesbrands Inc.

Ralph Lauren Corporation

Avon Products, Inc.

L Brands, Inc.

The Gap, Inc.

Burberry Group plc

Levi Strauss & Co.

Tiffany & Co.

Coach, Inc.

Luxottica Group S.p.A.

V.F. Corporation

The Estee Lauder Companies Inc.

Michael Kors Holdings Limited

Prohibition on Pledging and Hedging

We have a comprehensive insider trading policy that includes a prohibition on pledging our securities, holding them in a margin account or engaging in hedging and similar transactions in respect of them. This policy, applicable to all officers (as defined under the Exchange Act) and directors, was put into place to ensure that the interests of these individuals remain aligned with those of our stockholders and they continue to have the incentive to execute our long-term plans and achieve the performance for which their equity awards are intended.

Clawbacks

All of our incentive compensation plans have provisions that allow us to seek recovery against individual executive officers for amounts paid under the plan in certain events due to fraud or misconduct.

Internal Pay Equity

We do not have a policy regarding internal pay equity but we do review compensation levels to ensure that appropriate internal pay equity exists. In some cases, there are differences in the compensation packages awarded to our Named Executive Officers, such as differences in the percentage of base salary payable under our incentive awards. These differences are largely the result of benchmarking but also reflect the NEO’s seniority, relative pay, tenure in his position and similar considerations. With these exceptions, our policies and decisions relating to our NEO compensation packages are substantially identical.

The following charts show the ratios of Mr. Chirico’s target total direct compensation to that of the next highest paid executive officer and to that of the other NEOs for each of the past three years:

[MISSING IMAGE: t1601149_bar-highest.jpg]

Federal Income Tax Deductibility of Executive Compensation

Section 162(m) of the Code generally limits to $1 million per year the amount a publicly held corporation may deduct as a business expense in respect of compensation paid to a company’s chief executive officer and the three other most highly compensated executive officers, other than the chief financial officer. The limit is subject to certain exceptions, including an exclusion of qualified performance-based compensation. Compensation paid or received under our incentive plans (other than solely time-based restricted stock and restricted stock units) is generally intended to satisfy the requirements for full deductibility. Nonetheless, our philosophy and decisions are driven by factors not limited to deductibility and there have been (and there may be future) instances where we determine that it is in our best interest to provide compensation that is not fully deductible. This was the case when Mr. Chirico’s and Mr. Duane’s base salaries were set.

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Employment Agreements, Termination of Employment and Severance

We have employment agreements with our Named Executive Officers. These agreements generally provide them with severance benefits while providing us with the protections of restrictive covenants. We use them to attract and retain qualified executives who could have job alternatives that they might accept absent the arrangements. The material terms of these agreements are described on pages 33 to 34. ClearBridge has advised us that the employment agreements for our U.S.-based executives provide benefits that are generally “market,” particularly within our industry peer group. The severance multiplier for our CEO is 2X base salary and target bonus (3X in the event of a change in control); the multiplier for the other U.S.-based NEOs is 1.5X (2X in the event of a change in control).

Name	Description	SEC Filing
Emanuel Chirico	Second Amended and Restated Employment Agreement	* Annual Report on Form 10-K for the fiscal year ended February 1, 2009, Exhibit 10.15
	First Amendment to Second Amended and Restated Employment Agreement	* Quarterly Report on Form 10-Q for the period ended May 2, 2010, Exhibit 10.1
	Second Amendment to Second Amended and Restated Employment Agreement	* Quarterly Report on Form 10-Q for the period ended August 1, 2010, Exhibit 10.6
	Third Amendment to Second Amended and Restated Employment Agreement	* Current Report on Form 8-K filed January 28, 2011, Exhibit 10.1
Michael A. Shaffer	Second Amended and Restated Employment Agreement	* Annual Report on Form 10-K for the fiscal year ended February 1, 2009, Exhibit 10.30
Michael A. Shaffer	First Amendment to Second Amended and Restated Employment Agreement	* Current Report on Form 8-K filed January 28, 2011, Exhibit 10.2
Francis K. Duane	Second Amended and Restated Employment Agreement	* Annual Report on Form 10-K for the fiscal year ended February 1, 2009, Exhibit 10.19
	First Amendment to Second Amended and Restated Employment Agreement	* Quarterly Report on Form 10-Q for the period ended May 2, 2010, Exhibit 10.3
	Second Amendment to Second Amended and Restated Employment Agreement	* Current Report on Form 8-K filed January 28, 2011, Exhibit 10.3
Daniel Grieder	Employment Contract Addendum to Employment Contract	* Annual Report on Form 10-K for the fiscal year ended February 1, 2015, Exhibits 10.28 and 10.29
Daniel Grieder	Non-Competition and Non-Solicitation Agreement European Management Term Sheet	* Annual Report on Form 10-K for the fiscal year ended January 31, 2016, Exhibits 10.27 and 10.28
Steven B. Shiffman	Second Amended and Restated Employment Agreement First Amendment to Second Amended and Restated Employment Agreement	* Annual Report on Form 10-K for the fiscal year ended February 1, 2015, Exhibits 10.25, 10.26 and 10.27
Steven B. Shiffman	Second Amendment to Second Amended and Restated Employment Agreement

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Change In Control Provisions In Equity Plans and Awards

Our 2006 Stock Incentive Plan was amended in 2014 to provide that awards vest after a change in control (provided the awards are assumed by the acquirer) upon the earlier of the original vesting date or a termination of employment (other than for cause or voluntarily without good reason) within two years of the change in control (i.e., double trigger). The equity awards we granted prior to 2014 automatically vest upon a change in control (i.e., single trigger).

Use of Tally Sheets

We review tally sheets annually. The tally sheets cover prior year compensation and proposed compensation for the then-current year, including all elements of cash compensation, incentive compensation, perquisites and benefits. They also cover eight different termination of employment scenarios and up to 12 elements of compensation applicable to the relevant executive.

The tally sheets illustrate compensation opportunities and benefits and quantify payments and other value an executive would receive in the various termination of employment scenarios, meaning they show full “walk away” values. As such, they enable the Compensation Committee to see and evaluate the full range of executive compensation, understand the magnitude of potential payouts as a result of retirement, change in control and other events resulting in termination of employment, and consider changes to our compensation program, arrangements and plans in light of “best practices” and emerging trends.

Stock Ownership

All of our Named Executive Officers are in compliance with our stock ownership guidelines (described on page 24) as of the date of this Proxy Statement.

Stockholder Engagement

We engage with stockholders on inquiries regarding our compensation practices, as well as periodically seeking input from them for their views on our compensation program and the compensation paid to Mr. Chirico and the other NEOs. The Compensation Committee has discussed and considered communications received from stockholders relating to our compensation program and the Committee Chairman has responded to inquiries, where appropriate. In addition, the Committee Chairman typically attends our Annual Meeting (along with the other Committee members) and is available to answer questions raised at the meeting.

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The Summary Compensation Table includes the 2013, 2014 and 2015 compensation data for our Named Executive Officers for the years in which they were executive officers.

Name and Principal Position	Years of Service1		Fiscal Year		Salary ($)		Bonus ($)		Stock Awards2 ($)		Option Awards3 ($)		Non-Equity Incentive Plan Compensation4 ($)		Change in Pension Value and Non-qualified Deferred Compensation Earnings5 ($)		All Other Compensation6 ($)		Total ($)
Emanuel Chirico, age 58 Chairman and Chief Executive Officer, PVH Corp.		22		2015		1,350,000		0		5,343,812		2,161,688		2,531,250		107,190		130,226		11,624,166
				2014		1,350,000		0		5,316,787		2,603,832		1,771,875		1,827,043		156,995		13,026,532
				2013		1,350,000		0		11,306,878		2,522,000		2,516,805		479,714		188,963		18,364,360
Michael A. Shaffer, age 53 Executive Vice President and Chief Operating & Financial Officer, PVH Corp.		25		2015		866,667		0		801,380		662,345		907,813		0		50,709		3,288,914
				2014		833,333		0		699,849		681,956		557,855		596,007		63,822		3,432,822
				2013		775,000		0		2,203,365		660,764		794,320		110,721		70,574		4,614,744
Francis K. Duane, age 59 Chief Executive Officer, Heritage Brands and North America Wholesale, PVH Corp.		17		2015		1,066,667		0		651,127		613,016		1,082,525		43,939		60,634		3,517,908
				2014		1,041,667		0		649,914		738,316		689,115		1,074,625		76,745		4,270,382
				2013		1,012,500		0		2,153,555		716,248		1,017,723		356,722		83,738		5,340,486
Daniel Grieder, age 547 Chief Executive Officer, Tommy Hilfiger Global and PVH Europe		19		2015		927,585		0		500,380		471,861		1,308,704		N/A		120,183		3,328,713
		19		2014		928,169		0		500,777		571,884		1,016,723		N/A		132,966		3,150,519
Steven B. Shiffman, age 58 Chief Executive Officer, Calvin Klein		23		2015		866,667		0		501,099		282,310		680,050		94,106		71,472		2,495,704
		23		2014		808,333		0		500,244		342,524		648,890		599,946		87,419		2,987,356

This represents service with us, including, with respect to Mr. Grieder, service with companies we acquired and their predecessors. It is not the same as their credited service for pension plan purposes, where applicable.

The compensation reported represents the aggregate grant date fair value of restricted stock units and performance share units granted in the fiscal year listed. These are multi-year awards that pay out in future years if performance objectives or service requirements are met. The reported compensation includes the full grant date value of each award in accordance with SEC rules, but we expense the cost over the period during which performance is measured or service is required.

The following sets forth the breakdown between restricted stock units and performance share units of the referenced stock awards:

Name	Fiscal Year		Restricted Stock Units ($)		Performance Share Unit Awards ($)		Total Stock Awards ($)
Emanuel Chirico		2015		1,525,214		3,818,598		5,343,812
		2014		1,525,243		3,791,544		5,316,787
		2013		1,525,103		9,781,775		11,306,878
Michael A. Shaffer		2015		550,127		251,253		801,380
		2014		450,300		249,549		699,849
		2013		450,076		1,753,289		2,203,365
Francis K. Duane		2015		450,084		201,043		651,127
		2014		450,300		199,614		649,914
		2013		450,076		1,703,479		2,153,555
Daniel Grieder		2015		500,380		0		500,380
Daniel Grieder		2014		500,777		0		500,777
Steven B. Shiffman		2015		300,056		201,043		501,099
Steven B. Shiffman		2014		300,630		199,614		500,244

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The fair value of restricted stock units is equal to the closing price of our Common Stock on the grant date multiplied by the number of units granted. The fair value of performance share units granted during 2014 and the first quarter of 2013 is equal to the closing price of our Common Stock on the grant date, reduced for the present value of any dividends that were expected to be paid on our Common Stock during the performance cycle, as the units do not accrue dividends prior to the completion of the performance cycle. The performance share units granted during 2015 are, and the second quarter of 2013 were, subject to market conditions. The fair value of each such award was established on the grant date using the Monte Carlo simulation model, which was based on the following assumptions:

	2015			2013
Grant date fair value per performance share unit		$	101.23		$	123.27
Risk-free interest rate			0.90%			0.34%
Dividend yield			0.15%			0.13%
Expected Company volatility			29.10%			38.67%

The fair value of performance share units reflects the value of the award at the grant date based on the probable outcome of the performance conditions. The value of performance share units on the grant date at the maximum performance payout level is shown in the following table and was calculated by multiplying the maximum number of shares by the closing price of our common stock on the date of grant.

Name	2015			2014			2013
Emanuel Chirico		$	8,762,495		$	8,550,061		$	19,765,964
Michael A. Shaffer			512,483			500,089			3,315,523
Francis K. Duane			409,966			400,122			3,215,545
Daniel Grieder			0			0			N/A
Steven B. Shiffman			409,966			400,122			N/A

The compensation reported represents the aggregate grant date fair value of stock options granted to each of our NEOs in the fiscal year listed. The fair value of each award is estimated as of the grant date using the Black-Scholes-Merton option valuation model.

The following summarizes the assumptions used to estimate the fair value of stock options granted in the fiscal year listed:

	2015			2014			2013
Weighted average grant date fair value per option		$	40.30		$	56.12		$	50.44
Weighted average risk-free interest rate			1.53%			2.15%			0.95%
Weighted average dividend yield			0.14%			0.12%			0.13%
Weighted average Company volatility			36.31%			44.11%			45.13%
Weighted average expected option term, in years			6.25			6.25			6.25

The compensation reported consists of payouts under our Performance Incentive Bonus Plan. Cash awards are recognized under SEC rules in the year earned, in contrast to our equity awards, which are recognized in the year granted.

The compensation reported consists of the changes in values under our Pension Plan, our Supplemental Pension Plan and each Named Executive Officer’s capital accumulation program agreement, if any, as follows:

Name	Fiscal Year		Change in Pension Plan Value ($)		Change in Supplemental Pension Plan Value ($)		Change in Capital Accumulation Program Value ($)		Change in Pension Value and Non-qualified Deferred Compensation Earnings† ($)
Emanuel Chirico		2015		(21,811)		139,499		(10,498)		107,190
		2014		172,038		1,536,985		118,020		1,827,043
		2013		24,455		379,812		75,447		479,714
Michael A. Shaffer		2015		(39,296)		16,095		N/A		0
		2014		167,228		428,779		N/A		596,007
		2013		11,525		99,196		N/A		110,721
Francis K. Duane		2015		(11,876)		85,919		(30,104)		43,939
		2014		147,563		779,007		148,055		1,074,625
		2013		25,652		160,706		170,364		356,722
Daniel Grieder		2015		N/A		N/A		N/A		N/A
Daniel Grieder		2014		N/A		N/A		N/A		N/A
Steven B. Shiffman		2015		(21,459)		115,565		N/A		94,106
Steven B. Shiffman		2014		170,125		429,821		N/A		599,946

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†

The amounts reported represent the aggregate change in the actuarial value of the NEOs’ accumulated benefits under all defined benefit plans. The amount reported for the total change in pension present value for Mr. Shaffer in 2015 is zero, as the change in the aggregate value is negative. Approximately 67%, 63%, 71% and 49% of the 2014 amount of change shown for Messrs. Chirico, Shaffer, Duane and Shiffman, respectively, represents an increase in the present value of their pension benefits resulting from changes in prevailing interest rates and life expectancy; such interest and life expectancy changes and the compensation deemed to result from changes in those assumptions are not entirely within our control.

Additional information regarding our Pension Plan, our Supplemental Pension Plan and our capital accumulation program is included in this section under the Pension Benefits table and under the heading “Defined Benefit Plans.”

All Other Compensation includes perquisites and payments or contributions required to be made by us under our AIP, Supplemental Savings Plan and Executive Medical Reimbursement Insurance Plan.

In 2015, we made contributions under our AIP and our Supplemental Savings Plan in the amounts of $94,981 for Mr. Chirico, $44,071 for Mr. Shaffer, $53,996 for Mr. Duane and $46,802 for Mr. Shiffman. In 2014, the amounts of contributions were $117,304 for Mr. Chirico, $50,151 for Mr. Shaffer, $63,074 for Mr. Duane and $53,843 for Mr. Shiffman. In 2013, the amounts of the contributions were $151,125 for Mr. Chirico; $57,117 for Mr. Shaffer; and $70,281 for Mr. Duane. In 2015 and 2014, we also contributed $9,966 and $69,995, respectively, to the Zwitserleven Pensioen Plan (a defined contribution plan for associates in our European headquarters in Amsterdam) for Mr. Grieder. A change in Dutch law that became effective in 2015 limits the allowed contributions to a defined contribution plan. As a result, we implemented a plan to pay associates who participate in that plan, including Mr. Grieder, decreasing amounts in lieu of the contribution that would otherwise have been paid on their behalf to the Zwitserleven Pensioen Plan over the next five years. The payment to Mr. Grieder in 2015 was $57,259.

Our Executive Medical Reimbursement Insurance Plan covers eligible U.S.-based senior executives, including our U.S.-based Named Executive Officers, for most medical charges not covered by our basic medical plan, with most expenses subject to a specified annual maximum. We incurred $6,638, $13,671 and $13,457 during 2015, 2014 and 2013, respectively, as annual premiums for coverage for each of the applicable NEOs.

Perquisites received over the past three years have included clothing allowances, housing allowances and gym memberships. We have a Company car and employ the services of a driver, which are generally used for business purposes, but Mr. Chirico is allowed personal use as well. See discussion on pages 25 to 26. These perquisite amounts are not included in the table for Messrs. Shaffer and Duane, as they do not meet the threshold for inclusion. The incremental cost to the Company of Mr. Chirico’s personal use of the car for fuel and tolls, as well as an allocation of the driver’s salary and cost of the car, was $28,607 in 2015, $26,020 in 2014 and $23,486 in 2013. Mr. Grieder received a housing allowance of $52,958 and $62,971 in 2015 and 2014, respectively. Mr. Shiffman receives a clothing allowance for purchases at our Calvin Klein Collection store. This perquisite was valued at $18,032 and $19,905 in 2015 and 2014, respectively.

The cash portion of Mr. Grieder’s compensation was paid in euros and has been converted at euro to U.S. dollar exchange rates of 1.1033 for 2015 and 1.3119 for 2014, which were the average exchange rates for the applicable fiscal years.

GRANTS OF PLAN-BASED AWARDS

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards1						Estimated Future Payouts Under Equity Incentive Plan Awards2						All Other Stock Awards: Number of Shares of Stock or Units3 (#)		All Other Option Awards: Number of Securities Underlying Options4 (#)		Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards5 ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards5 ($)
Emanuel Chirico		4/2/2015																53,600		107.47		2,161,688
		4/2/2015														14,192						1,525,214
		4/28/2015								18,861		37,722		84,875								3,818,598
		4/28/2015		1,012,500		2,025,000		4,050,000
Michael A. Shaffer		4/2/2015																14,000		107.47		564,620
		4/30/2015																2,500		103.35		97,725
		4/2/2015														4,188						450,084
		4/30/2015														968						100,043
		4/28/2015								1,241		2,482		4,964								251,253
		4/28/2015		328,125		700,000		1,531,250
Francis K. Duane		4/2/2015																15,200		107.47		613,016
		4/2/2015														4,188						450,084
		4/28/2015								993		1,986		3,971								201,043
		4/28/2015		403,125		806,250		1,881,250
Daniel Grieder		4/2/2015																11,700		107.47		471,861
		4/2/2015														4,656						500,380
		4/28/20156		471,605		943,210		1,414,815
Steven B. Shiffman		4/2/2015																7,000		107.47		282,310
		4/2/2015														2,792						300,056
		4/28/2015								993		1,986		3,971								201,043
		4/28/2015		328,125		656,250		1,531,250

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These amounts represent potential payouts of cash awards under our Performance Incentive Bonus Plan with respect to 2015 performance.

These amounts represent potential payouts of performance share unit awards under our 2006 Stock Incentive Plan subject to a three-year performance cycle.

These amounts represent restricted stock units granted under our 2006 Stock Incentive Plan. These restricted stock units vest in increments of 25.0%, 25.0% and 50.0% on the second, third and fourth anniversaries of the date of grant, respectively, and are settled by the delivery of stock as soon as practicable after each vesting date. In addition, the awards made to the U.S.-based NEOs were subject to a performance condition requiring us to achieve $150 million of adjusted net income for any of 2015, 2016, 2017 or 2018. We achieved the required levels of adjusted net income in 2015. As a result, each of these NEOs will vest in his award, subject to his remaining employed by us through each service-based vesting date.

These amounts represent stock options granted under our 2006 Stock Incentive Plan, which have a 10-year term and vest in four equal installments on each of the first, second, third and fourth anniversaries of the date of grant.

Grant date fair values were computed in accordance with Financial Accounting Standards Board (“FASB”) guidance for stock-based compensation. The grant date fair value of performance-based awards was determined using the target performance level, as such amount represents the most probable number of shares that will vest as of the grant date.

Potential cash payouts for Mr. Grieder are translated from Euros to U.S. dollars at a rate of 1.1033, which was the average exchange rate for 2015.

Narrative Disclosure to Summary Compensation Table and
Grants of Plan-Based Awards Table

Employment Contracts

Emanuel Chirico, Michael A. Shaffer, Francis K. Duane and Steven B. Shiffman

Our employment agreements with each of Messrs. Chirico, Shaffer, Duane and Shiffman outline the compensation and benefits to be paid to these executives during their employment. The agreements for Messrs. Chirico, Shaffer and Duane provide for an annual review of their respective salaries and permit upward adjustments of salary. In addition, the agreements set forth these executives’ rights to severance upon termination of employment.

Generally, each executive is entitled to severance only if his employment is terminated by us without “cause” or if he terminates his employment for “good reason.”

“Cause” is generally defined as:

gross negligence or willful misconduct in the executive’s performance of the material responsibilities of his position, which results in material economic harm to us or our affiliates or in reputational harm causing demonstrable injury to us or our affiliates;

the executive’s willful and continued failure to perform substantially his duties (other than any such failure resulting from incapacity due to physical or mental illness);

the executive’s conviction of, or plea of guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation);

the executive’s having willfully divulged, furnished or made accessible any confidential information (as defined in the employment agreement); or

any act or failure to act by the executive, which, under the provisions of applicable law, disqualifies him from acting in his position.

“Good reason” is generally defined as:

the assignment to the executive of any duties inconsistent in any material respect with his position or any other action that results in a material diminution in such position;

a reduction of base salary;

the taking of any action that substantially diminishes (a) the aggregate value of the executive’s total compensation opportunity, and/or (b) the aggregate value of the employee benefits provided to him;

requiring that the executive’s services be rendered primarily at a location or locations more than 35 miles (75 miles for Messrs. Shaffer and Shiffman) from the Company’s principal executive offices;

for Mr. Chirico only, solely after a change in control of the Company, a change in the Chairman of the Board of Directors such that neither the person holding such position immediately prior to the change in control nor Mr. Chirico is serving as the Chairman at any time during the one-year period following such change in control (other than as a result of such person’s cessation of service due to death or disability); or

for Messrs. Chirico and Duane, our failure to require any successor to assume expressly and agree to perform the executive’s employment agreement.

Generally, in the event of a termination of employment without cause or for good reason each of these executives is entitled to one and a half times (two times for Messrs. Chirico and Shiffman) the sum of his base salary plus an amount equal to the bonus that would be payable if target level performance were achieved under the Company’s annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the year of termination). Payments to Messrs. Chirico, Shaffer, Duane and Shiffman

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are subject to them executing a release of claims in our favor. All such payments are payable in accordance with our payroll schedule in 36 (48 for Messrs. Chirico and Shiffman) substantially equal installments.

The agreements generally provide that for 18 months (two years for Mr. Chirico and 12 months for Mr. Shiffman) following the termination of the executive’s employment without cause or for good reason, medical, dental, life and disability insurance coverages are continued for the executive (and his family, to the extent participating prior to termination of employment), subject to cessation if the executive obtains replacement coverage from another employer (although there is no duty to seek employment or mitigate damages). The executive is required to pay the active employee rate, if any, for such coverage.

Messrs. Chirico, Shaffer, Duane and Shiffman also are entitled, in lieu of the above and subject to executing a release of claims in our favor, to severance upon the termination of their employment without cause or for good reason within two years after a change in control of the Company (as defined in the agreements). In either such case, the executive will receive an aggregate amount equal to two times (three times for Mr. Chirico) the sum of his base salary plus an amount equal to the bonus that would be payable if target level performance were achieved under the Company’s annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the year of termination). This amount will be paid in a lump sum if the change in control constitutes a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s assets” (each within the meaning of Section 409A of the Code). This amount will be paid in 48 (72 for Mr. Chirico) substantially equal payments if the change in control does not constitute a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s assets” under Section 409A. These executives also receive comparable medical, dental, life and disability insurance coverage for themselves and their families for the two-year (three-year for Mr. Chirico) period immediately following such a termination, without a duty to mitigate or obtain replacement coverage from a subsequent employer. In addition, if the receipt of the foregoing severance would subject the executive to the excise tax on excess parachute payments under Section 4999 of the Code, his severance would be reduced by the amount required to avoid the excise tax if such a reduction would give him a better after-tax result than if he received the full severance amount.

The agreements also include certain restrictive covenants in favor of the Company. The covenants include prohibitions during and after employment against the use of confidential information and soliciting our employees for employment by themselves or anyone else and, other than following a termination without cause or for good reason, competing against us by accepting employment or being otherwise affiliated with a competitor (for Messrs. Chirico and Duane) or interfering with our business relationships.

Daniel Grieder

Our employment agreement with Mr. Grieder outlines the compensation and benefits to be paid to him. In addition, the agreement sets forth the parties’ rights to terminate Mr. Grieder’s employment and the restrictive covenants in our favor to which he has agreed.

Either party may terminate the employment agreement, subject to a notice period of one month for Mr. Grieder and the legally required period for us. The employment agreement automatically terminates on the day that Mr. Grieder reaches the statutory pension age under Dutch law. Mr. Grieder is entitled to receive his salary during any period in which he is ill and unable to work, but we may reduce Mr. Grieder’s salary to 70% of his base salary once this period of time reaches 30 days.

The employment agreement with Mr. Grieder, along with a non-competition and non-solicitation agreement that we entered into with him, include certain restrictive covenants in favor of the Company. The covenants include prohibitions during and following employment against his use of confidential information, solicitation of our employees for employment by him or anyone else, other than following a termination of employment by the Company without cause or a voluntary termination by Mr. Grieder for good reason, and accepting employment or being otherwise affiliated with specified competitors.

We intend to enter into a new employment agreement with Mr. Grieder, subject to requirements of Dutch law and related matters, that is closer in line with the agreements with our other executive officers.

Other Arrangements

There are a number of other arrangements that would result in payments or other benefits to some or all of our Named Executive Officers upon a termination of employment or in the event of a change in control, in addition to the severance arrangements described above.

2006 Stock Incentive Plan

Our 2006 Stock Incentive Plan provides for the granting of incentive and non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance shares, performance share units and other stock-based awards. To date, we have only granted to the NEOs under the plan (i) service-based non-qualified stock options, restricted stock and restricted stock units; (ii) contingently issuable performance share units; and (iii) restricted stock units that are intended to satisfy the performance-based condition for deductibility under Section 162(m) of the Code.

The following describes the effect upon stock option, restricted stock unit, and performance share unit awards in the event of a termination of employment or change in control.

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Stock Options

Unvested stock options granted after 2013 that are assumed by an acquirer upon a change in control will continue to vest on their original schedule and only become immediately exercisable in full after termination of employment (other than for cause or without good reason (as and if defined in a participant’s employment agreement)) within two years of the change in control (i.e., double trigger). All unvested stock options granted prior to 2014 or granted after 2013 but not assumed by an acquirer upon a change in control will become immediately exercisable in full upon a change in control of the Company. In addition, in the event of death, all unvested stock options generally become immediately exercisable. Unvested stock options are forfeited immediately if the recipient retires prior to December 31 of the year in which the options were granted but otherwise generally become immediately exercisable upon retirement. If such options are not thereafter exercised, they will expire, generally within three months after the qualification of the representative of such optionee’s estate in the event of such optionee’s death or three years in the event of such optionee’s retirement. In all other circumstances, all unvested stock options will expire upon the termination of the optionee’s employment. If an optionee leaves our employ prior to his or her death or retirement, for any reason other than a termination for cause, any then exercisable stock options previously granted to but not exercised by such optionee will expire within 90 days of such optionee’s termination of employment. All exercisable stock options will expire upon an optionee’s termination of employment in the event an optionee is terminated for cause. Each of our Named Executive Officers holds stock options.

Restricted Stock Units

Unvested restricted stock units granted after 2013 that are assumed by an acquirer upon a change in control will continue to vest on their original schedule and only vest in full on an accelerated basis after termination of employment (other than for cause or without good reason (as and if defined in a participant’s employment agreement)) within two years of the change in control (i.e., double trigger). All outstanding restricted stock units granted prior to 2014 or granted after 2013 but not assumed by an acquirer upon a change in control vest in full on an accelerated basis upon the change in control. All outstanding restricted stock units vest in full in the event the recipient dies. In the event of retirement, restricted stock units generally vest in full, except that restricted stock units are forfeited immediately if the recipient retires prior to December 31 of the year in which the restricted stock units were granted. When the recipient’s employment terminates for any other reason, unvested restricted stock units are forfeited immediately. Each of our Named Executive Officers holds restricted stock units.

Performance Share Units

The following sets forth the effect upon performance share units of certain triggering events occurring during a performance cycle:

	Death			For all awards, except for the awards granted in 2015 and the GRIP II awards (see page 25), the participant’s estate will receive the target level payout, prorated to reflect the portion of the performance cycle worked by the participant. For the awards granted in 2015 and the GRIP II awards, the participant’s estate will receive (would have received in respect to GRIP II awards) the payout based on actual performance as of the date of the participant’s death, prorated to reflect the portion of the performance cycle worked by the participant.
	Change in Control			Awards granted in or after 2014 and assumed by the acquirer upon a change in control will be deemed to have satisfied the performance level achieved (if calculable at the time) or at target (if performance is not calculable or less than half the performance cycle has elapsed). The awards will then be deemed to be time-based and will vest upon the earlier of the participant’s termination of employment (other than for cause or without good reason (as defined in the participant’s employment agreement, if any)) or the scheduled end of the performance cycle (i.e., double trigger). The participant will receive the target level payout, prorated to reflect the portion of the performance cycle worked by the participant, for awards granted prior to 2014 or not assumed by the acquirer upon a change in control.
	Disability			The participant will receive the payout, if any, that would have been payable to the participant for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant.
	Termination Without Cause/ Termination For “Good Reason”1			The participant will receive the payout, if any, that would have been payable to the participant for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant, if at least the first fiscal year during the performance cycle has been completed, with the exception of the GRIP II awards, which required that the participant provide service through 12 months from the commencement of the performance period. If the participant is terminated prior to the applicable period, the participant will not receive a payout.

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Retirement

For awards granted after 2014, the participant will receive the full payout, if any, that would have been payable to the participant for the performance cycle, if at least the first fiscal year during the performance cycle has been completed. If the participant retires prior to the applicable period, the participant will not receive a payout. For awards granted prior to 2015, the participant will receive the payout, if any, that would have been payable to the participant for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant if at least the first fiscal year during the performance cycle has been completed, with the exception of the GRIP II awards, which required that the participant not retire prior to 12 months from the commencement of the performance period.

“Good reason” is as defined under the participant’s employment agreement.

In all other cases, a participant must be employed by us on the last day of the performance cycle in order to remain eligible to receive an award. The payout in the event of death or a change in control will be paid within 30 days of death or the change in control, as the case may be, unless to do so would trigger the imposition of additional taxes under Section 409A of the Code, in which case payment will be delayed for six months and the amounts owed will accrue interest at a rate based on the 10-year Treasury bill. Each of our NEOs has received performance share unit awards.

Performance Incentive Bonus Plan

We pay annual cash bonuses under our Performance Incentive Bonus Plan based upon corporate and divisional performance. The following sets forth the effect upon Plan awards of certain triggering events occurring during a performance cycle:

	Death			The participant’s estate will receive the target level bonus, prorated to reflect the portion of the performance cycle worked by the participant.
	Change in Control			The participant will receive the target level bonus, prorated to reflect the portion of the performance cycle worked by the participant.
	Disability/Retirement/Termination Without Cause/Termination For “Good Reason”1			The participant will receive the payout, if any, that would have been payable to the participant for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant.

“Good reason” is as defined under the participant’s employment agreement.

In all other cases, a participant must be employed by us on the last day of the performance cycle in order to remain eligible to receive an award. The bonus in the event of death or a change in control will be paid within 30 days of death or the change in control, as the case may be, unless to do so would trigger the imposition of additional taxes under Section 409A of the Code, in which case payment will be delayed for six months and the amounts owed will accrue interest at a rate based on the 10-year Treasury bill. Each of our NEOs has been a participant in our Performance Incentive Bonus Plan.

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Outstanding Equity Awards at Fiscal Year-End

			OPTION AWARDS1								STOCK AWARDS
Name	Date of Grant		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested2 (#)		Market Value of Shares or Units of Stock That Have Not Vested3 ($)		Equity Incentive Plans Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plans Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested3 ($)
Emanuel Chirico		4/16/2009		156,000		0		26.11		4/16/2019
		6/25/2009		302,000		0		28.46		6/25/2019
		4/5/2012		34,725		11,575		91.88		4/5/2022
		5/1/2013		25,000		25,000		115.05		5/1/2023
		4/3/2014		11,550		34,650		124.53		4/3/2024
		4/2/2015		0		53,600		107.47		4/2/2025
		4/5/20124										6,178		453,342
		5/1/20134										9,942		729,544
		4/3/20144										12,248		898,758
		4/2/20154										14,192		1,041,409
		5/1/2013														20,9325		1,535,990
		5/6/20136														24,300		1,783,134
		4/29/20147														0		0
		4/28/20158														18,861		1,384,020
Michael A. Shaffer		4/6/2010		4,825		0		60.08		4/6/2020
		5/27/2010		3,500		0		56.04		5/27/2020
		4/7/2011		20,800		0		64.97		4/7/2021
		4/5/2012		12,300		4,100		91.88		4/5/2022
		5/1/2013		6,550		6,550		115.05		5/1/2023
		4/3/2014		3,025		9,075		124.53		4/3/2024
		4/2/2015		0		14,000		107.47		4/2/2025
		4/30/2015		0		2,500		103.35		4/30/2025
		4/5/20124										2,450		179,781
		5/1/20134										2,934		215,297
		4/3/20144										3,616		265,342
		4/2/20154										4,188		307,315
		4/30/20154										968		71,032
		5/1/2013														1,3775		101,044
		5/6/20136														6,100		447,618
		4/29/20147														0		0
		4/28/20158														1,241		91,065
Francis K. Duane		4/6/2010		5,625		0		60.08		4/6/2020
		4/7/2011		10,150		0		64.97		4/7/2021
		4/5/2012		8,200		4,100		91.88		4/5/2022
		5/1/2013		7,100		7,100		115.05		5/1/2023
		4/3/2014		3,275		9,825		124.53		4/3/2024
		4/2/2015		0		15,200		107.47		4/2/2025
		4/5/20124										2,178		159,822
		5/1/20134										2,934		215,297
		4/3/20144										3,616		265,342
		4/2/20154										4,188		307,315
		5/1/2013														1,1025		80,865
		5/6/20136														6,100		447,618
		4/29/20147														0		0
		4/28/20158														993		72,866

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			OPTION AWARDS1								STOCK AWARDS
Name	Date of Grant		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested2 (#)		Market Value of Shares or Units of Stock That Have Not Vested3 ($)		Equity Incentive Plans Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plans Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested3 ($)
Daniel Grieder		7/1/2011		6,800		0		67.03		7/1/2021
		4/5/2012		2,225		2,225		91.88		4/5/2022
		5/1/2013		4,350		4,350		115.05		5/1/2023
		4/3/2014		2,025		6,075		124.53		4/3/2024
		7/1/2014		550		1,650		117.71		7/1/2024
		4/2/2015		0		11,700		107.47		4/2/2025
		4/5/2012										1,778		130,470
		5/1/2013										2,610		191,522
		4/3/2014										3,216		235,990
		7/1/2014										852		62,520
		4/2/2015										4,656		341,657
		5/6/20136														12,150		891,567
Steven B. Shiffman		4/16/2009		6,200		0		26.11		4/16/2019
		4/6/2010		3,500		0		60.08		4/6/2020
		4/7/2011		3,200		0		64.97		4/7/2021
		4/5/2012		2,325		775		91.88		4/5/2022
		5/1/2013		1,650		1,650		115.05		5/1/2023
		4/3/2014		775		2,325		124.53		4/3/2024
		7/1/2014		800		2,400		117.71		7/1/2024
		4/2/2015		0		7,000		107.47		4/2/2025
		4/5/2012										614		45,055
		5/1/20134										978		71,766
		4/3/20144										1,208		88,643
		7/1/20144										1,276		93,633
		4/2/20154										2,792		204,877
		5/1/2013														8265		60,612
		5/6/20136														4,050		297,189
		6/20/20136														1,050		77,049
		4/29/20147														0		0
		4/28/20158														993		72,866

These awards consist of stock options that vest in four installments of 25% on each of the first through fourth anniversaries of the grant date, except for the award granted on June 25, 2009 to Mr. Chirico, which vested in increments of 12.5%, 25.0%, 25.0%, 25.0% and 12.5% on the second through sixth anniversaries of the grant date, respectively.

These awards consist of restricted stock units that vest in increments of 25.0%, 25.0% and 50.0% on the second, third and fourth anniversaries of the date of grant, respectively.

The market value of unvested restricted stock units and unvested performance share units was calculated by multiplying the number of units by $73.38, the closing stock price of our Common Stock on January 29, 2016 (the last business day of 2015).

These awards also required that we achieve a specific level of adjusted net income for any one of the fiscal years during the performance cycle in order to vest. The required level was achieved for all awards as of January 31, 2016.

This is the actual number of shares earned based on performance for the 2013-2014 performance cycle, subject to the additional one-year vesting period that ended in April 2016.

This is the GRIP II performance share unit award that would have been earned on May 5, 2016 if the performance goals had been met. The number of shares is shown at threshold performance level.

The performance share unit awards for the 2014-2015 performance cycle were not earned.

These performance share unit awards would vest in April 2018 if the performance and service criteria are satisfied. The number of shares is shown at threshold level.

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OPTION EXERCISES AND STOCK VESTED

	OPTION AWARDS				STOCK AWARDS
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting1 ($)
Emanuel Chirico		0		0		68,052		7,503,945
Michael A. Shaffer		0		0		7,755		846,855
Francis K. Duane		0		0		7,541		823,577
Daniel Grieder		0		0		4,489		502,018
Steven B. Shiffman		0		0		3,354		363,898

The value realized upon vesting equals the stock price of our Common Stock on the date of vesting multiplied by the number of shares vested.

PENSION BENEFITS

Name	Plan name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit1 ($)		Payments During Last Fiscal Year ($)
Emanuel Chirico	Pension Plan2, 3		21.0833		577,782		0
	Supplemental Pension Plan2, 3		21.0833		6,498,223		0
	Capital Accumulation Program4		10.0000		1,463,185		0
Michael A. Shaffer	Pension Plan2, 3		24.5000		461,173		0
Michael A. Shaffer	Supplemental Pension Plan2, 3		24.5000		1,360,582		0
Francis K. Duane	Pension Plan2, 3		16.5833		488,790		0
	Supplemental Pension Plan2, 3		16.5833		3,316,351		0
	Capital Accumulation Program4		10.0000		1,383,378		0
Daniel Grieder			N/A		N/A		N/A
Steven B. Shiffman	Pension Plan2, 3		22.0833		568,973		0
Steven B. Shiffman	Supplemental Pension Plan2, 3		22.0833		1,425,277		0

Please see Note 12, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the year ended January 31, 2016 for the assumptions used in calculating the present value of the accumulated benefit. This present value in respect of the capital accumulation program was calculated using settlement rates based on the 10-year Treasury bill rates applicable under the NEOs’ agreements.

Pension Plan and Supplemental Pension Plan service credit and actuarial values are calculated as of January 31, 2016, which is the pension plan measurement date that we use for financial statement reporting purposes. Retirement age is the applicable plan’s “normal” retirement age or the earliest time when a participant may retire without an age-based reduction.

Actuarial values as of January 31, 2016 are calculated based on (i) for annuity payments in the qualified plan, the MRP-2007 annuitant mortality table, which is defined as the RP-2014 mortality table, adjusted to remove post-2007 mortality improvement projections; and the MMP-2007 mortality improvement projection scale, which is defined as the MP-2014 projection scale, adjusted to use a 10-year grade down and a 0.75% ultimate annual improvement rate, (ii) a 4.72% discount rate, (iii) form of payment in the qualified plan for males as follows: 30% assumed to elect a life annuity, 40% assumed to elect a 50% joint and survivor, and 30% assumed to elect a 100% joint and survivor, and (iv) SPP lump sum values based on the assumptions prescribed under the Pension Protection Act of 2006 (these include the unisex mortality table specified by IRS Revenue Ruling 2007-67, based on the RP-2000 table, with projected mortality improvements), and December 2015 segment rates of 1.82% for payments expected to be made for the first five years, 4.12% for payments between five and 20 years, and 5.01% for payments made after 20 years, for payments projected to be made after 2016.

Capital accumulation program credited service relates to the number of full years of vesting credit accrued by each applicable NEO based on the effective date of his underlying agreement. The benefit is fully vested after 10 years. Retirement age is the program’s “normal” retirement age or the earliest time when a participant may retire without an age-based reduction.

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Defined Benefit Plans

Pension Plan

Our Pension Plan is a qualified defined benefit plan. This Plan is open to U.S.-based salaried, hourly clerical, production, warehouse and distribution associates, with a few exceptions. Salaried associates are eligible to participate in this Plan beginning on the first day of the calendar quarter after they have completed one year of service in which they have worked at least 1,000 hours.

The benefits under this Plan are generally based on a participant’s career average compensation, excluding relocation pay, sign-on bonus, clothing allowance, Long-Term Incentive Plan pay and education expenses. Pre-2000 benefits for current salaried associates are based on pre-2000 last five-years’ average compensation, unless the participant’s career average compensation is greater than the last five-years’ average.

The participant’s prior service benefit and future service benefit are added together to determine the total retirement benefit from the Plan. The prior service benefit is calculated by taking 1.00% of the past service compensation, plus 0.50% of the past service compensation over the Social Security average breakpoint (dollar amount determined by the year in which the participant reaches Social Security Normal Retirement Age), multiplied by the prior benefit service at December 31, 1999. The future service benefit is calculated by taking 1.00% of each year’s future service compensation, plus 0.50% of each year’s future service compensation over the Social Security covered compensation breakpoint for each year of benefit service, assuming that the total benefit service (including prior service) does not exceed 35 years.

The benefits under the Plan are vested after five years of service or, if earlier, when the participant becomes totally and permanently disabled or reaches age 65. The benefits of our U.S.-based NEOs are fully vested.

If a participant would be credited with less than 501 hours in a plan year due to a leave associated with the birth or adoption of a child or related childcare, the participant will be credited with 501 hours of service to prevent a break in service. A participant will not incur a break in service due to any leave of absence in accordance with the provisions of the Family and Medical Leave Act of 1993 or on account of military duty, provided they return to work within the re-employment period under Federal law.

Pension benefits become payable on the first day of the month following retirement, which is normally at age 65. Participants who have completed 10 or more years of service are eligible for early retirement; however, they must wait until they obtain age 55 before commencement of benefit payments. Participants who terminate employment prior to age 55 and have worked 10 or more years will receive reduced benefits based on the factors in the following table:

Age at Commencement	Early Retirement Factor
55		40.00%
56		43.00%
57		46.00%
58		50.00%
59		55.00%
60		60.00%
61		66.00%
62		73.00%
63		81.00%
64		90.00%
65		100.00%

Mr. Shaffer is eligible for reduced early retirement benefits.

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We subsidize the early retirement benefit for participants who are at least age 55 and have 10 or more years of service when they retire as follows:

Age At Commencement	Years of Service
Age At Commencement	10		11		12		13		14		15		16		17		18		19		20
64		95.00%		95.15%		95.30%		95.45%		95.60%		95.75%		95.90%		96.05%		96.20%		96.35%		96.50%
63		90.00%		90.30%		90.60%		90.90%		91.20%		91.50%		91.80%		92.10%		92.40%		92.70%		93.00%
62		85.00%		85.45%		85.90%		86.35%		86.80%		87.25%		87.70%		88.15%		88.60%		89.05%		89.50%
61		80.00%		80.60%		81.20%		81.80%		82.40%		83.00%		83.60%		84.20%		84.80%		85.40%		86.00%
60		75.00%		75.75%		76.50%		77.25%		78.00%		78.75%		79.50%		80.25%		81.00%		81.75%		82.50%
59		70.00%		70.90%		71.80%		72.70%		73.60%		74.50%		75.40%		76.30%		77.20%		78.10%		79.00%
58		65.00%		66.05%		67.10%		68.15%		69.20%		70.25%		71.30%		72.35%		73.40%		74.45%		75.50%
57		60.00%		61.20%		62.40%		63.60%		64.80%		66.00%		67.20%		68.40%		69.60%		70.80%		72.00%
56		55.00%		56.35%		57.70%		59.05%		60.40%		61.75%		63.10%		64.45%		65.80%		67.15%		68.50%
55		50.00%		51.50%		53.00%		54.50%		56.00%		57.50%		59.00%		60.50%		62.00%		63.50%		65.00%
	Early Retirement Factor

Age At Commencement	Years of Service
Age At Commencement	21		22		23		24		25		26		27		28		29		30
64		96.65%		96.80%		96.95%		97.10%		97.25%		97.40%		97.55%		97.70%		97.85%		98.00%
63		93.30%		93.60%		93.90%		94.20%		94.50%		94.80%		95.10%		95.40%		95.70%		96.00%
62		89.95%		90.40%		90.85%		91.30%		91.75%		92.20%		92.65%		93.10%		93.55%		94.00%
61		86.60%		87.20%		87.80%		88.40%		89.00%		89.60%		90.20%		90.80%		91.40%		92.00%
60		83.25%		84.00%		84.75%		85.50%		86.25%		87.00%		87.75%		88.50%		89.25%		90.00%
59		79.90%		80.80%		81.70%		82.60%		83.50%		84.40%		85.30%		86.20%		87.10%		88.00%
58		76.55%		77.60%		78.65%		79.70%		80.75%		81.80%		82.85%		83.90%		84.95%		86.00%
57		73.20%		74.40%		75.60%		76.80%		78.00%		79.20%		80.40%		81.60%		82.80%		84.00%
56		69.85%		71.20%		72.55%		73.90%		75.25%		76.60%		77.95%		79.30%		80.65%		82.00%
55		66.50%		68.00%		69.50%		71.00%		72.50%		74.00%		75.50%		77.00%		78.50%		80.00%
	Early Retirement Factor

Messrs. Chirico, Duane and Shiffman are eligible for subsidized early retirement benefits.

Benefits under the Pension Plan become payable on the first of the month following retirement, normally at age 65, absent any election by a participant to commence the payment of benefits at a different time. Benefits are payable in one of the following ways:

♦

Life Only Annuity: If a participant is not married or married less than 12 months when payments begin and does not elect an optional payment method, he or she will receive the full amount of his or her benefit in equal monthly installments for the rest of his or her life. Payments begin on the first of the month following the retirement date. After death, no additional payments are made.

♦

50% Joint & Survivor Annuity: If a participant is married for at least 12 months when payments begin, he or she will receive his or her benefit as a 50% Joint & Survivor Annuity absent an election by the participant (and spousal consent) for an optional payment form. Under this option, a participant will receive a reduced monthly benefit during his or her lifetime. After the participant’s death, his or her spouse receives a benefit equal to 50% of the monthly benefit the participant was receiving. If the spouse dies before the participant, but after the participant begins receiving payments, the participant will continue to receive the same benefit amount during his or her lifetime and no additional payments are made after death.

♦

100% (or 75% or 66 2/3%) Joint & Survivor Annuity: A participant will receive a reduced lifetime benefit under this option. The participant names a beneficiary and chooses the percentage of his or her benefit to continue to that individual after the participant’s death. After death, the beneficiary receives the percentage of benefit elected (100%, 75% or 66 2/3%) for the remainder of his or her life. The participant’s age at the date benefits commence, the beneficiary’s age and the percentage elected to continue after death affect the amount of the benefit received during the participant’s lifetime.

♦

Life & Period Certain Annuity: A participant will receive a reduced lifetime benefit in equal monthly installments with payments guaranteed for at least the period of time elected (between one and 15 years) under this option. Payments continue for the rest of the participant’s life even if he or she lives longer than the period of time elected. However, if the participant receives less than the minimum number of payments before death, the same monthly benefit continues to the beneficiary until the combined total number of installment payments are made.

♦

Full Refund Annuity: A participant will receive a reduced benefit for his or her lifetime, payable in equal monthly installments under this option. If the participant dies before receiving the full single lump sum value of his or her benefit, determined at the date he or she retires, the balance will be paid to his or her beneficiary in a single lump sum payment. In addition, payments will continue to be paid for the rest of the participant’s life, even if the guaranteed lump sum value is exceeded.

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♦

Social Security Equalization: This option allows a participant to receive an increased monthly payment from the Pension Plan initially if a participant retires early and begins receiving payments from the Plan before he or she is eligible for Social Security benefits. After Social Security benefits begin, the monthly payment from the Plan is reduced. This option does not provide any survivor benefits and, therefore, no benefit is payable after death.

Supplemental Pension Plan

Our Supplemental Pension Plan is a non-qualified defined benefit plan. Certain U.S.-based management and highly paid associates who are participants in our qualified Pension Plan, including our U.S.-based Named Executive Officers, are eligible for benefits under our Supplemental Pension Plan.

Our Supplemental Pension Plan was created in order to provide deferred compensation to those management or highly compensated associates in an effort to promote continuity of management and increased incentive and personal interest in the welfare of the Company by those who are or may become primarily responsible for shaping and carrying out our long range plans and securing our continued growth and financial success.

Our Supplemental Pension Plan is designed to work in conjunction with our Pension Plan. The pension benefit outlined in our Pension Plan is calculated as if there were no compensation limits under the Code. The maximum benefit allowable is paid out under our Pension Plan and the balance is paid out under our Supplemental Pension Plan.

A participant in our Supplemental Pension Plan will not have any vested interest in such portion of his or her benefit under the Plan that accrues after January 1, 2007, unless the sum of his or her attained age and credited vesting years equals or exceeds 65, and while employed by us, he or she has reached age 50 and has completed at least 10 credited vesting years.

As part of the enrollment process, a participant may elect for benefits to be paid following termination in one of the following three ways:

in a lump sum within 60 days of termination of employment;

in a lump sum deferred until January 1 of the year following termination of employment; or

in five equal annual installments commencing January of the year following termination of employment.

A participant may elect to change his or her benefit payment election provided the change is made at least one year before the then-scheduled distribution date. In addition, for benefits that accrue on or after January 1, 2005, the new election must extend the commencement date of the benefit payment by at least five years from the then-scheduled distribution date.

Benefits under our Supplemental Pension Plan are unsecured and are generally payable from our general assets. Payments will be delayed if and to the extent that payment within six months of the termination of employment will result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed under Section 409A will accrue interest during the deferral period at the 10-year Treasury bill rate in effect on the first business day of the plan year in which the delayed payment period commences.

Capital Accumulation Program

Our capital accumulation program is a non-qualified defined benefit program that was created to retain a select group of senior executives. Under the program, participants are party to individual agreements under which participants who remain in our employ for a period of 10 years from the date of their agreement are entitled to receive payments equaling a specified benefit after the termination of their employment. The benefit vests over a five-year period, commencing on the fifth anniversary of the execution of the agreement. Interest accrues on the benefit amount once it is fully vested and the participant has reached age 55. Interest is compounded annually and is equal to the average of the 10-year Treasury bill rate on the first day of each month until payment commences. The vested portion of the benefit (including any accrued interest) generally is paid in monthly installments over a 10-year period commencing after the participant reaches age 65.

The agreements provide that if a participant’s employment is terminated following a change in control (as defined), the full undiscounted value of the future payments to be made to the participant thereunder become immediately payable in a lump sum. The benefits under the agreements are forfeited upon a termination of a participant’s employment for cause. Each participant’s rights are, however, subject to non-competition and non-disclosure restrictions that automatically terminate upon a change in control of the Company. Messrs. Chirico and Duane are each parties to an agreement with us under the capital accumulation program that provide for benefits of $2,000,000 each. Payments will be delayed if and to the extent that payment within six months of the termination of employment will result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed under Section 409A will accrue interest during the deferral period at a rate per annum, equal to the average of the 10-year Treasury bill rate in effect on the first day of each calendar month during the delay period.

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NON-QUALIFIED DEFERRED COMPENSATION1

Name	Executive Contributions in Last Fiscal Year2 ($)		Registrant Contributions in Last Fiscal Year2 ($)		Aggregate Earnings in Last Fiscal Year3 ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year4 ($)
Emanuel Chirico		200,531		85,706		9,057		—		5,127,858
Michael A. Shaffer		89,508		34,723		(14,867)		—		1,338,523
Francis K. Duane		191,888		44,736		60,326		—		4,060,766
Daniel Grieder		N/A		N/A		N/A		N/A		N/A
Steven B. Shiffman		353,452		37,454		66,519		—		3,339,647

Our sole non-qualified deferred compensation plan is our Supplemental Savings Plan.

Amounts are reported in the Summary Compensation Table for 2015.

Amounts are not reported in the Summary Compensation Table.

The amounts shown include amounts that were reported in the Summary Compensation Table for 2014 and 2013. The aggregate of the previously reported amounts are $799,280 for Mr. Chirico; $273,514 for Mr. Shaffer; $630,929 for Mr. Duane; and $464,639 for Mr. Shiffman.

Supplemental Savings Plan

Our Supplemental Savings Plan is a non-qualified defined contribution plan that was designed to work in conjunction with our AIP to provide key executives and certain “highly compensated employees” (as defined under the Code) sufficient pre-tax retirement savings opportunities. The plan is available to associates with a minimum base salary of $150,000 who are eligible for and participate in our AIP, including all of our U.S.-based Named Executive Officers.

Contributions by a participant are based on his or her elected deferral rate up to 25% of base pay. Deferrals are directed first to a participant’s AIP account up to the maximum amount of eligible pay available under the law. Contributions not allowed under our AIP are made instead to our Supplemental Savings Plan. Eligible pay under our Supplemental Savings Plan includes all categories of pay eligible under the AIP, as well as payouts under our Performance Incentive Bonus Plan. A participant may elect to defer up to 25% of bonus compensation into his or her Supplemental Savings Plan account.

For our Supplemental Savings Plan, we contribute an amount equal to 100% of the first 2% of total compensation contributed by a participant and an amount equal to 25% of the next 4% of total compensation contributed by the participant. For the AIP, we contribute an amount equal to 100% of the first 1% of total compensation contributed by a participant executive and an amount equal to 50% of the next 5% of total compensation contributed by the participant.

Our Supplemental Savings Plan is an unfunded plan. Participant contributions and our matching contributions are not invested in actual securities or maintained in an independent trust for the exclusive benefit of plan participants. Instead, for technical and tax reasons, contributions to our Supplemental Savings Plan are retained as part of our general assets, a common corporate practice. Therefore, benefits are dependent on our ability to pay them when they become due.

Participant contributions, as well as our matching contributions for our NEOs, are measured against the 10-year Treasury bill. These contributions accrue interest based on the rate of return for 10-year Treasury bills, as established on January 1 of each calendar year. Certain of our NEOs have current “grandfathered” balances measured against our Common Stock. Although such balances are not invested in actual Common Stock, the balances are adjusted daily to reflect the fair market value of a share of our Common Stock.

A participant’s before-tax contributions in our Supplemental Savings Plan are immediately fully vested. Our matching contributions vest ratably from the second through the fifth year of employment or, if earlier, when the participant reaches age 65, dies, or becomes totally and permanently disabled.

Unless a participant elects otherwise, a participant’s vested amount under the Supplemental Savings Plan (plus, with respect to any portion of their account measured against our Common Stock, an amount equal to dividends that they would have received during the calendar year in which the distribution occurs) will be distributed in a lump sum within 30 days after the participant’s termination of employment. Payments will be delayed if and to the extent that payment within six months of the termination of employment will result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed under Section 409A will accrue interest during the deferral period at a rate per annum equal to the 10-year Treasury bill rate in effect on the first day of the plan year in which the deferral begins, or if the deferral period extends beyond the close of the plan year, the interest rate for the remainder of the deferral period will equal the 10-year Treasury bill rate on the first day of the following plan year.

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POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONS

We maintain certain agreements, plans and programs that require us to provide compensation to our Named Executive Officers in the event of a termination of employment or a change in control. A description thereof appears under the heading “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.”

The following tables disclose the potential payments upon termination of employment or change in control with respect to each NEO. The assumptions used are set forth below the last table.

Emanuel Chirico

	Voluntary Termination at January 31, 2016			Retirement at January 31, 2016			Death at January 31, 2016			Disability at January 31, 2016			Termination Without Cause or for Good Reason at January 31, 2016			Termination for Cause at January 31, 2016			Termination Without Cause or for Good Reason Upon Change in Control at January 31, 20161
Severance value2		$	0		$	0		$	0		$	0		$	6,750,000		$	0		$	10,125,000
Performance Incentive Bonus Plan3			0			0			0			0			0			0			0
Value of “in the money” unexercisable stock options4			0			0			0			0			0			0			0
Value of unvested restricted stock units5			0			0			3,123,053			0			0			0			3,123,053
Value of unvested performance share units6			0			0			1,535,990			1,535,990			1,535,990			0			5,497,079
Capital accumulation program7			1,442,691			1,442,691			1,978,800			1,442,691			1,442,691			0			2,162,199
Welfare benefits value8			0			0			0			0			39,392			0			72,036
Payout adjustment9			0			0			0			0			0			0			0
Total		$	1,442,691		$	1,442,691		$	6,637,843		$	2,978,681		$	9,768,073		$	0		$	20,979,367

Michael A. Shaffer

	Voluntary Termination at January 31, 2016			Retirement at January 31, 2016			Death at January 31, 2016			Disability at January 31, 2016			Termination Without Cause or for Good Reason at January 31, 2016			Termination for Cause at January 31, 2016			Termination Without Cause or for Good Reason Upon Change in Control at January 31, 20161
Severance value2		$	0		$	0		$	0		$	0		$	2,362,500		$	0		$	3,150,000
Performance Incentive Bonus Plan3			0			0			0			0			0			0			0
Value of “in the money” unexercisable stock options4			0			0			0			0			0			0			0
Value of unvested restricted stock units5			0			0			1,038,767			0			0			0			1,038,767
Value of unvested performance share units6			0			0			101,044			101,044			101,044			0			967,210
Capital accumulation program7			N/A			N/A			N/A			N/A			N/A			N/A			N/A
Welfare benefits value8			0			0			0			0			36,018			0			48,024
Payout adjustment9			0			0			0			0			0			0			0
Total		$	0		$	0		$	1,139,811		$	101,044		$	2,499,562		$	0		$	5,204,001

Francis K. Duane

	Voluntary Termination at January 31, 2016			Retirement at January 31, 2016			Death at January 31, 2016			Disability at January 31, 2016			Termination Without Cause or for Good Reason at January 31, 2016			Termination for Cause at January 31, 2016			Termination Without Cause or for Good Reason Upon Change in Control at January 31, 20161
Severance value2		$	0		$	0		$	0		$	0		$	2,821,875		$	0		$	3,762,500
Performance Incentive Bonus Plan3			0			0			0			0			0			0			0
Value of “in the money” unexercisable stock options4			0			0			0			0			0			0			0
Value of unvested restricted stock units5			0			0			947,776			0			0			0			947,776
Value of unvested performance share units6			0			0			80,865			80,865			80,865			0			937,931
Capital accumulation program7			1,366,581			1,366,581			1,846,137			1,366,581			1,366,581			0			2,032,015
Welfare benefits value8			0			0			0			0			36,018			0			48,024
Payout adjustment9			0			0			0			0			0			0			0
Total		$	1,366,581		$	1,366,581		$	2,874,778		$	1,447,446		$	4,305,339		$	0		$	7,728,246

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Daniel Grieder

	Voluntary Termination at January 31, 2016			Retirement at January 31, 2016			Death at January 31, 2016			Disability at January 31, 2016			Termination Without Cause or for Good Reason at January 31, 2016			Termination for Cause at January 31, 2016			Termination Without Cause or for Good Reason Upon Change in Control at January 31, 20161
Severance value2, 10		$	0		$	0		$	0		$	0		$	469,393		$	0		$	469,393
Performance Incentive Bonus Plan3			0			0			0			0			0			0			0
Value of “in the money” unexercisable stock options4			0			0			0			0			0			0			0
Value of unvested restricted stock units5			0			0			962,159			0			0			0			962,159
Value of unvested performance share units6			0			0			0			0			0			0			1,634,540
Capital accumulation program7			N/A			N/A			N/A			N/A			N/A			N/A			N/A
Welfare benefits value8			0			0			0			0			0			0			0
Payout adjustment9			N/A			N/A			N/A			N/A			N/A			N/A			N/A
Total		$	0		$	0		$	962,159		$	0		$	469,393		$	0		$	3,066,092

Steven B. Shiffman

	Voluntary Termination at January 31, 2016			Retirement at January 31, 2016			Death at January 31, 2016			Disability at January 31, 2016			Termination Without Cause or for Good Reason at January 31, 2016			Termination for Cause at January 31, 2016			Termination Without Cause or for Good Reason Upon Change in Control at January 31, 20161
Severance value2		$	0		$	0		$	0		$	0		$	1,531,250		$	0		$	3,062,500
Performance Incentive Bonus Plan3			0			0			0			0			0			0			0
Value of “in the money” unexercisable stock options4			0			0			0			0			0			0			0
Value of unvested restricted stock units5			0			0			503,974			0			0			0			503,974
Value of unvested performance share units6			0			0			60,612			60,612			60,612			0			783,148
Capital accumulation program7			N/A			N/A			N/A			N/A			N/A			N/A			N/A
Welfare benefits value8			0			0			0			0			24,012			0			24,012
Payout adjustment9			0			0			0			0			0			0			0
Total		$	0		$	0		$	564,586		$	60,612		$	1,615,874		$	0		$	4,373,634

In the event of a change in control with no termination of employment, a NEO would be entitled to all amounts (if any) set forth in this column, except for the amounts set forth on the rows entitled Severance value, Welfare benefits value and Payout adjustment.

Severance is calculated in accordance with the applicable NEO’s employment agreement, other than Mr. Grieder whose severance is based on statutory requirements. In each case, other than Mr. Grieder, for termination without cause or for good reason, severance value is equal to a multiple of the sum of the NEO’s base salary plus an amount equal to the bonus that would be payable if target level performance was achieved. See pages 33 to 34 for applicable multiples and further detail.

A participant generally must be employed by the Company on the last day of the applicable performance cycle in order to remain eligible to receive a bonus under our Performance Incentive Bonus Plan. Therefore, if a termination of employment or change in control had occurred on January 31, 2016, each NEO would have been entitled to receive his actual bonus and the termination event or change in control would not have triggered a payment.

As of January 29, 2016, the last business day of 2015, no unexercisable stock options were “in the money.”

Represents the value of unvested restricted stock units as of January 31, 2016, the vesting of which would accelerate upon death, a change in control or retirement. The value is equal to the closing price of our Common Stock on January 29, 2016, the last business day of 2015, multiplied by the number of shares of our Common Stock receivable upon vesting.

Awards of performance share units were made under our 2006 Stock Incentive Plan during the first quarters of 2013, 2014, and 2015 and under our GRIP II program during the second quarter of 2013.

The amounts set forth in this row represent the payout levels discussed below multiplied by the closing price of our Common Stock on January 29, 2016, the last business day of 2015.

In regards to the performance share units granted during the first quarters of 2013 and 2014, in the event of death, disability, termination without cause or for good reason, or a change in control (with or without accompanying termination of employment), amounts are shown based on actual results achieved during the two-year performance cycles that ended on February 1, 2015 and January 31, 2016, respectively.

In regards to the performance share units granted during the first quarter of 2015, in the event of death, the amounts are shown based on actual performance as of January 31, 2016. In the event of disability or termination without cause or for good reason, the amounts are shown at the anticipated payout level. In the event of a change in control (with or without an accompanying termination of employment), the amounts are based on the amounts that would otherwise have been payable for the performance cycle if the target level were achieved.

For GRIP II awards, in the event of death and disability, no value is included, as actual performance as of January 31, 2016 was below the threshold goals, meaning no payout was anticipated. In the event of a change in control (with or without an accompanying termination of employment), the amounts are based on the amounts that would otherwise have been payable if target level performance were achieved.

The amounts payable in respect of the GRIP II awards and the performance share units granted during the first quarter of 2015 are prorated 92% and 25%, respectively, of the applicable target level payout, representing the portion of the relevant performance cycle actually worked by the NEOs as of January 31, 2016.

Messrs. Chirico and Duane are our only Named Executive Officers who are parties to agreements with us under our capital accumulation program. See discussion on page 42. All benefits, other than the payment to be made in connection with a change in control, are paid monthly over a 10-year period. The payouts shown include, where applicable, the interest that participants receive on the vested portion of their benefit for the period after the date on which they are scheduled to fully vest until payment. For Messrs. Chirico and Duane, interest is assumed to accrue at the average 10-year Treasury bill rate applicable under their agreements. The total value of the 120 payments is discounted to present value using a rate of 4.72%.

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The capital accumulation program agreements do not specifically provide for payment upon retirement or disability. The amounts shown in the retirement and disability columns represent the amounts payable, if any, upon voluntary termination of employment.

Termination for Cause – We do not have any obligation to make payments to Messrs. Chirico or Duane in the event employment terminates for cause.

The amounts shown in the Termination Without Cause or for Good Reason Upon Change in Control column represent a lump sum payment for the full benefit for each of Messrs. Chirico and Duane.

Payments will be delayed if and to the extent payment within six months of the termination of employment will result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed due to the regulations promulgated under Section 409A will accrue interest during the deferral period at a rate per annum, equal to the average of the 10-year Treasury bill rates in effect on the first day of each calendar month during the delay period.

The amounts shown represent the cost of welfare benefits, including medical, dental, life and disability coverage, that our NEOs would have received under their employment agreements if their employment had been terminated without cause or for good reason on January 31, 2016. Such benefits are not receivable if their employment is terminated for any other reason. Those benefits would continue for two years for Mr. Chirico, one and one half years for Messrs. Duane and Shaffer, and one year for Mr. Shiffman, other than if the termination occurred within two years after a change in control. Those benefits would continue for three years for Mr. Chirico and two years for Messrs. Shaffer, Duane and Shiffman, if the termination occurred within two years after a change in control.

If any of our U.S.-based NEOs would become subject to the Federal excise tax on excess parachute payments under Section 4999 of the Code as a result of the amount of his termination payments under a change in control, then such termination payments would be reduced as necessary to maximize each NEO’s respective after-tax termination payout. It is projected that none of our NEOs would have been subject to such excise taxes if they had been terminated under a change in control as of January 31, 2016.

Potential severance payments and welfare benefits upon termination for Mr. Grieder have been translated at the Euro to U.S. dollar exchange rate of 1.0920, which was the closing rate on January 29, 2016 (the last business day of 2015).

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RISK CONSIDERATIONS IN COMPENSATION PROGRAMS

Our compensation program is a pay for performance model and performance-based incentives constitute a significant portion of the compensation packages awarded to executives. We believe that it is important to ensure that these incentives do not result in our associates taking actions that may conflict with our long-term best interests. We address this issue in several ways.

Pay Mix. We believe that base salaries, which do not engender risky behavior, are a sufficient component of total compensation to retain and motivate our executives. Incentive compensation consists of both short-term and long-term incentives, which creates a balance between short-term results and long-term sustainable performance. Although the majority of pay is variable, incentive compensation is heavily weighted towards long-term components. These factors discourage risk taking.

Performance Plan Leverage. There is a limit on the amount that an associate can receive in connection with annual bonus awards and performance share unit awards. This mitigates against the risks that associates may take.

Long-Term Performance. Performance share unit awards are based upon our performance over a three-year period, which mitigates against the taking of short-term risks. In addition, performance measures used include earnings per share, absolute stock price appreciation and relative total shareholder return, thereby aligning management with stockholder interests.

Vesting Over Extended Periods. Stock options and restricted stock units generally do not vest fully for four years. This longer vesting period discourages unnecessary or excessive risk taking. Additionally, our Insider Trading Policy prohibits hedging and other activities that could offset the benefits of having these as long-term awards.

Performance Metrics and Goals. The earnings goals for annual bonus awards made to our senior executives, including the NEOs, are based upon budgeted earnings levels that are reviewed and approved by the Board and that we believe are sufficiently challenging but attainable without the need to take inappropriate risks or make material changes to our business or strategy. The bonuses payable under the annual management bonus programs, in which certain other executives participate, are based on the same performance measures (e.g., earnings per share or divisional earnings) established under our Performance Incentive Bonus Plan for the senior executive to whom these other executives report or such other measure consistent with this Plan but reflecting only the part of such senior executive’s division in which the participant has responsibility. These measures are consistent with stockholder interests. The only other bonus plan we have in which associates may receive bonuses based upon financial metrics that differ from those in our Performance Incentive Bonus Plan and our annual management bonus program provide de minimis bonuses.

Recoupment. Our Performance Incentive Bonus Plan, Long-Term Incentive Plan and 2006 Stock Incentive Plan provide for recoupment (“clawback”) or cancellation of part or all of a participant’s bonuses and awards in the event we restate our financial results to correct a material error or inaccuracy resulting in whole or in part from the fraud or intentional misconduct of the participant. In the case of the 2006 Stock Incentive Plan, this recoupment or cancellation of a participant’s awards is limited to participants who are members of our senior executive group.

Equity Ownership. Incentive compensation has a large stock component to it. The value of these awards is best realized through long-term appreciation of stockholder value, especially when coupled with our stock ownership guidelines for our Named Executive Officers, which expose our NEOs to the loss of the value of the retained equity if stock appreciation is jeopardized.

The above items were identified in a risk assessment of each component of the compensation program for our NEOs that was performed by ClearBridge and presented to the Compensation Committee. We believe that the assessment is applicable to the potential risks arising in connection with compensating our other employees, due to the similarities between compensating our NEOs and our other employees. As a result of the risk assessment performed by ClearBridge and the factors discussed in this section, we do not believe that there are any risks arising from our overall compensation program that are reasonably likely to have a material adverse effect on us.

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DIRECTOR COMPENSATION

Each of our non-employee directors receives an annual retainer of $70,000 for his or her services as a director and is reimbursed for his or her meeting-related expenses. The Chairperson of the Audit & Risk Management Committee receives an additional retainer of $35,000 and each of our directors who is a member of the Audit & Risk Management Committee receives an additional retainer of $20,000. The Chairperson of the Compensation Committee receives an additional retainer of $30,000 and each of our directors who is a member of the Compensation Committee receives an additional retainer of $15,000. The Chairpersons of each of the Nominating, Governance & Management Development Committee and the Corporate Responsibility Committee receive an additional retainer of $20,000 and each of our directors who is a member of such committee receives an additional retainer of $10,000. The presiding director also receives an additional retainer of $30,000. Each of our non-employee directors also receives an annual grant of restricted stock units of our Common Stock with a value of approximately $135,000 on the grant date for his or her services as a director. In accordance with this schedule, each of our non-employee directors who was elected on June 18, 2015 received on that date a grant of 1,193 restricted stock units. We do not pay fees or make equity grants to non-employee directors who are designated for election by a stockholder having director nomination rights; we currently have no such directors.

Our non-employee directors historically have not received any benefits or perquisites, other than discounts to our retail stores available to all employees and business accident travel insurance for our directors and their spouses at an annual cost of $200 per director.

Our non-employee directors (other than directors designated for election by a stockholder having director nomination rights, of which we currently have none) are required to own Common Stock with a value equal to five times the annual cash retainer payable to directors. Non-employee directors have five years to attain this ownership level. All of our non-employee directors are in compliance with this requirement as of the date of this Proxy Statement. Ms. McIntyre, who joined the Board on February 3, 2015, and Messrs. Callinicos and Rosenfeld, who joined the Board on March 24, 2014, are not yet required to (and do not currently) meet this ownership level. Our stock ownership guidelines require directors to hold 50% of the shares received upon the vesting of their equity awards (after payment of taxes) until they satisfy the guideline.

Directors who are employees of the Company receive no additional compensation for serving on the Board or its committees. Fred Gehring, a non-executive officer employee of the Company, served as a Board member until July 31, 2015. He received compensation in 2015 for his services as Vice Chairman of the Company and Executive Chairman, Tommy Hilfiger (a title he held through July 31, 2015), as described below. The following table provides information concerning the compensation of all individuals who served as directors during any portion of 2015, other than Mr. Chirico, whose compensation as an executive of the Company is set forth on the Summary Compensation Table. See page 30.

Current Directors	Fees Earned or Paid in Cash1 ($)		Stock Awards2,3 ($)		Option Awards3 ($)		All Other Compensation4 ($)		Total ($)
Mary Baglivo		95,000		135,036		N/A		N/A		230,036
Brent Callinicos		80,000		135,036		N/A		N/A		215,036
Juan R. Figuereo		105,000		135,036		N/A		N/A		240,036
Joseph B. Fuller		90,000		135,036		N/A		N/A		225,036
V. James Marino		90,000		135,036		N/A		N/A		225,036
G. Penny McIntyre		76,667		135,036		N/A		N/A		211,703
Henry Nasella		140,000		135,036		N/A		N/A		275,036
Edward R. Rosenfeld		90,000		135,036		N/A		N/A		225,036
Craig Rydin		95,000		135,036		N/A		N/A		230,036
Former Directors
Bruce Maggin		50,000		—		N/A		N/A		50,000
Rita M. Rodriguez		45,000		—		N/A		N/A		45,000
Fred Gehring		N/A		N/A		N/A		4,452,759		4,452,759

The fees earned or paid in cash to the directors consist of the following:

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Current Directors	Annual Director Fees ($)		Committee Chair Fees ($)		Committee Member Fees ($)		Presiding Director Fee ($)		Total ($)
Mary Baglivo		70,000		N/A		25,000		N/A		95,000
Brent Callinicos		70,000		N/A		10,000		N/A		80,000
Juan R. Figuereo		70,000		35,000		N/A		N/A		105,000
Joseph B. Fuller		70,000		20,000		N/A		N/A		90,000
V. James Marino		70,000		N/A		20,000		N/A		90,000
G. Penny McIntyre		64,167		12,500		N/A		N/A		76,667
Henry Nasella		70,000		30,000		10,000		30,000		140,000
Edward R. Rosenfeld		70,000		N/A		20,000		N/A		90,000
Craig Rydin		70,000		N/A		25,000		N/A		95,000
Former Directors
Bruce Maggin		35,000		N/A		15,000		N/A		50,000
Rita M. Rodriguez		35,000		10,000		N/A		N/A		45,000
Fred Gehring		N/A		N/A		N/A		N/A		N/A

The amounts are the aggregate grant date fair value of RSUs granted to our directors in 2015, which were the only equity awards granted to our directors in 2015. The fair value is equal to $113.19, the closing price of our Common Stock on the date of grant, multiplied by the number of RSUs granted.

The number of unexercised stock options and aggregate number of unvested RSUs and PSUs for each of our directors as of January 31, 2016 were as follows:

Current Directors

Option Awards
(#)

Stock Awardsa
(#)

Mary Baglivo

N/A

1,193

Brent Callinicos

N/A

1,193

Juan R. Figuereo

N/A

4,016b

Joseph B. Fuller

N/A

18,267c

V. James Marino

N/A

1,193

G. Penny McIntyre

N/A

1,193

Henry Nasella

10,000

18,267c

Edward R. Rosenfeld

N/A

2,357d

Craig Rydin

N/A

9,408e

Former Directors

Bruce Maggin

10,000

N/A

Rita M. Rodriguez

N/A

Fred Gehring

102,768

33,789f

Stock awards consist of unvested restricted stock units unless otherwise noted below.

Settlement of 2,823 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 17,074 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 1,164 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 8,215 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

These awards consist of 3,414 unvested restricted stock units and 30,375 unvested performance share units (at threshold level).

Mr. Gehring’s compensation as an executive of the Company consisted of salary of $537,859; bonus of $3,309,900, and non-equity incentive plan compensation of $491,314. We also paid $7,229 in disability premiums for Mr. Gehring and contributed $8,983 to the Zwitserleven Pensioen Plan. A change in Dutch pension law that became effective in 2015 limits the allowed contributions to a defined contribution plan for persons making more than €100,000. As a result, we implemented a plan to pay affected associates, including Mr. Gehring, decreasing amounts in lieu of the portion of the contribution that would otherwise have been paid to the Zwitserleven Pensioen Plan over the next five years. The payment to Mr. Gehring in 2015 was $97,474. The cash portion of Mr. Gehring’s compensation was paid in euros and has been converted at a euro to U.S. dollar exchange rate of 1.1033, which was the average exchange rate for 2015.

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TRANSACTIONS WITH RELATED PERSONS

We are required to disclose certain transactions with “related persons” under an SEC rule. These are transactions, subject to certain exceptions, in which we are a participant where the amount involved exceeds $120,000, and

a current director or executive officer;

a person who during our most recently completed fiscal year served as a director or executive officer;

a nominee for director;

a holder of more than 5% of our Common Stock; or

an immediate family member of any of the foregoing persons

has a direct or indirect material interest. We have been participants in the following transactions that are required to be disclosed in this Proxy Statement pursuant to the referenced SEC rule:

Paul Gehring, the brother of Fred Gehring, a current executive and a director through July 31, 2015, is the owner of Gehring Projects B.V. (formerly known as Gehring & Heijdenrijk B.V.), a picture framing business, which is a vendor to our Tommy Hilfiger Retail and Tommy Hilfiger Creative Services divisions. We paid €610,000 during 2015 to Gehring Projects for goods and services provided to the two divisions. Gehring Projects was selected as a vendor in 2009 by these divisions pursuant to a competitive bidding process. We intend to continue purchasing goods and services from Gehring Projects.

Dominic Chirico, a son of Emanuel Chirico, has worked for us in our Calvin Klein business since September 2010. Dominic Chirico received compensation of $202,713.68, consisting of salary, bonus and a clothing allowance.

The Audit & Risk Management Committee is required to review and approve all transactions between us and any director or executive officer that will, or is reasonably likely to require disclosure under SEC rules. In determining whether to approve any such transaction, the Committee will consider the following factors, among others, to the extent relevant to the transaction:

whether the terms of the transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a related person;

whether there are business reasons for the Company to enter into the transaction;

whether the transaction would impair the independence of an outside director; and

whether the transaction would present an improper conflict of interest for a director or executive officer, taking into consideration such factors as the Committee deems relevant, such as the size of the transaction, the overall financial position of the individual, the direct or indirect nature of the individual’s interest in the transaction and the ongoing nature of any proposed relationship.

Additionally, under our Code of Business Conduct & Ethics and Conflict of Interest Policy, our directors and our employees, including our executive officers, have a duty to report all potential conflicts of interests, including transactions with related persons. We have established procedures for reviewing and approving disclosures under the policy and all disclosures are also discussed annually with the Audit & Risk Management Committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Ms. Baglivo and Messrs. Nasella and Rydin were members of the Compensation Committee for the entirety of 2015; no other person served as a member during 2015. There were no interlocks or relationships involving any of the Committee members during 2015 that are required to be disclosed under the SEC’s rules or proxy regulations.

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AUDIT COMMITTEE REPORT

The Company’s management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent auditors audit the Company’s financial statements and express an opinion on the financial statements based on their audit. The Audit & Risk Management Committee is directly responsible for the appointment, compensation and oversight of the independent auditors and reviews the Company’s financial reporting process on behalf of the Board of Directors.

As part of its oversight of the Company’s financial statements and reporting process, the Committee has met and held discussions with Company management, the Company’s internal auditing staff and Ernst & Young LLP, the Company’s independent auditors. Management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Committee has reviewed and discussed the audited consolidated financial statements with management and the independent auditors. The Committee discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61, as amended and as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

In addition, the Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Committee concerning independence and has discussed with the independent auditors the auditors’ independence from the Company and its management. The Committee has also considered whether the independent auditors’ provision of other non-audit services to the Company is compatible with the auditors’ independence.

The Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. It meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended January 31, 2016, as filed with the SEC. The Committee also has recommended stockholder ratification of the selection of the Company’s independent auditors.

The members of the Committee reviewed and met with Company management and the Company’s independent auditors on a quarterly basis to discuss the Company’s earnings releases and, as applicable, its Quarterly Reports on Form 10-Q, and Annual Report on Form 10-K. The Committee also reviews and meets, when needed, in conjunction with earnings guidance issued other than in quarterly earnings releases.

Audit & Risk Management Committee

Juan R. Figuereo, Chairman
V. James Marino
Edward R. Rosenfeld

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of January 31, 2016 with respect to shares of our Common Stock that may be issued under our existing equity compensation plan — our 2006 Stock Incentive Plan — as well as under our 2003 Stock Option Plan. The 2003 Stock Option Plan has been terminated, so no further option grants may be made under it, but valid stock options granted thereunder are still outstanding and governed by the provisions of that plan. Both of the plans were approved by our stockholders; we have no equity plans that were not so approved.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a)) (c)
Equity compensation plans approved by security holders		2,985,0221		$	48.742		6,637,729
Equity compensation plans not approved by security holders		—			—		—
		2,985,022		$	48.74		6,637,729

Consists of (a) 653,111 shares of Common Stock underlying restricted stock units, (b) 888,589 shares of Common Stock underlying performance share units, and (c) 1,443,322 shares of Common Stock underlying stock options.

The weighted average exercise price does not take into account performance share units but does include restricted stock units. Excluding the restricted stock units, which have no exercise price, the weighted average exercise price is $70.79.

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ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are asking stockholders to provide advisory approval of the compensation of our Named Executive Officers. While the results of this vote are advisory, and not binding on us, the Compensation Committee intends to carefully consider the results of this vote when making future compensation decisions. The following is a summary of key points that stockholders may wish to consider in connection with their voting decision.

Our compensation program places a strong emphasis on performance-based variable pay and equity performance to ensure a high pay for performance culture. Our compensation program is a pay for performance model and a significant majority (approximately 70% to 90% based on target level compensation) of each NEO’s compensation package consists of short-term and long-term awards that pay out only upon the achievement of specific financial targets and equity awards that are linked to increases in stock and stockholder value over time.

Our performance targets are meaningful and are designed to encourage our executives to perform at high levels. Typically, to pay out bonuses at the target level, we must achieve earnings per share that falls within the earnings per share guidance range that management provides to the financial market at the beginning of each fiscal year and divisional executives must achieve earnings goals for their respective divisions. In both cases, these goals are based on the annual budget reviewed and approved by the Board of Directors.

Our compensation program reflects sound pay practices. In addition to the practices described above, our compensation program reflects the following:

We do not provide our NEOs with any guarantees as to salary increases, bonuses, incentive plan awards or equity compensation;

Our perquisites are very modest and do not include tax reimbursements or “gross-ups” for severance payments; and

We have adopted stock ownership guidelines (including holding requirements until ownership levels are achieved) for our NEOs that are intended to align their long-term interests with those of our stockholders and to encourage a long-term focus in managing our Company.

Our total compensation packages are comparable to our peers. We compare the total compensation that each NEO can earn to the most comparable executives at the companies in our peer group when establishing compensation packages each year and then compare amounts paid or expected to be paid at the end of the year. However, consistent with our emphasis on pay for performance, the compensation package for our Chief Executive Officer is more heavily weighted on long-term and performance-based elements, and is consistent with peers with respect to the other NEOs.

Our compensation program works as intended. We believe that the information disclosed in this Proxy Statement, in particular the Compensation Discussion and Analysis and Executive Compensation sections, demonstrates that our executive compensation program is well-designed, is working as intended, emphasizes pay for performance without encouraging undue risk to us, incorporates sound corporate governance practices and foregoes elements that are considered poor pay practices.

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are submitting for stockholder consideration the following resolution to approve, in a non-binding advisory vote, the compensation of our NEOs:

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion is hereby APPROVED.

The Board of Directors recommends a vote FOR approval of the compensation paid to our Named Executive Officers. Proxies received in response to this solicitation will be voted FOR this proposal unless otherwise specified in a proxy.

We submit this proposal to stockholders annually, on the same basis.

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RATIFICATION OF THE APPOINTMENT OF AUDITOR

The Board of Directors considers it desirable for our stockholders to pass upon the selection of the independent auditor, although stockholder ratification of the Audit & Risk Management Committee’s selection is not required. If the stockholders disapprove of the selection, the Board will request the Committee to reconsider the selection for the fiscal year ending February 4, 2018, as it would be impracticable to replace our auditors so late into our current fiscal year.

The Committee is directly responsible for the appointment, compensation and oversight of the work of the independent auditor pursuant to its charter. In connection therewith, the Committee Chairman is actively involved and consults with the other members of the Committee regarding the appointment of Ernst & Young LLP’s lead engagement partner.

The Committee has selected Ernst & Young LLP, independent auditors, as our auditors for the fiscal year ending January 29, 2017. Ernst & Young LLP has served as our auditors for over 20 years. The Committee and the Board believe the continued retention of Ernst & Young to serve as our auditors is in our best interest and the best interests of our stockholders.

It is expected that representatives of Ernst & Young LLP will be present at the meeting, will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from stockholders.

The Board of Directors recommends a vote FOR the ratification of the appointment of the auditors. Proxies received in response to this solicitation will be voted FOR the ratification of the appointment of the auditors unless otherwise specified in a proxy.

Fees Paid to Auditors

The following table sets forth the aggregate fees billed by Ernst & Young LLP, the member firms of Ernst & Young LLP, and their respective affiliates for professional services rendered to us for the audit of our annual financial statements for the fiscal years ended January 31, 2016 and February 1, 2015, for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q for those fiscal years, and for other services rendered on our behalf during those fiscal years. All of such fees were pre-approved by the Audit & Risk Management Committee.

	2015			2014
Audit Fees1		$	5,710,000		$	5,526,000
Audit-Related Fees2		$	33,000		$	39,000
Tax Fees3		$	2,711,000		$	2,623,000
All Other Fees4		$	13,000		$	0

Consists of fees for professional services performed for the audit of our annual financial statements, the audit of internal control over financial reporting in conjunction with the audit of our annual consolidated financial statements and reviews of financial statements included in our Quarterly Reports on Form 10-Q. Audit fees also include services that are normally provided in connection with statutory filing requirements.

Includes fees that are related to accounting consultations concerning financial accounting and reporting standards.

Includes fees for services to assist us in the preparation of our tax returns and for the provision of tax advice. Such fees include tax compliance fees of $626,000 in 2015 and $662,000 in 2014.

Includes fees for an e-commerce study in 2015.

The Audit & Risk Management Committee’s charter requires it to pre-approve at its meetings all audit and non-audit services provided by our outside auditors. The charter permits the Committee to delegate to any one or more of its members the authority to grant such pre-approvals. Any such delegation of authority may be subject to any rules or limitations that the members deem appropriate. The decision to pre-approve any services made by any member to whom authority has been so delegated must be presented to the full Committee at its next meeting.

SUBMISSION OF STOCKHOLDER PROPOSALS

Any proposal of an eligible stockholder intended to be presented at the 2017 Annual Meeting of Stockholders must be received by us for inclusion in our Proxy Statement and form of proxy relating to that meeting on or before January 7, 2017. The proxy or proxies designated by the Board of Directors will have discretionary authority to vote on any matter properly presented by a stockholder for consideration at the 2017 Annual Meeting of Stockholders but not submitted for inclusion in the proxy materials for such meeting unless notice of the matter is received by us on or before March 23, 2017 and certain other conditions of the applicable rules of the SEC are satisfied. Stockholder proposals should be directed to the Secretary of the Company at the address set forth below.

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MISCELLANEOUS

The Board of Directors does not intend to present, and does not have any reason to believe that others intend to present, any matter of business at the meeting other than that set forth in the accompanying Notice of Annual Meeting of Stockholders. However, if other matters properly come before the meeting, it is the intention of the persons named in the enclosed form of proxy to vote any proxies in accordance with their judgment.

We will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this Proxy Statement and other material that may be sent to stockholders in connection herewith. Solicitation may be made by mail, telephone, telegraph or personal interview. We may reimburse persons holding shares in their names or in the names of nominees for their expense in sending proxies and proxy materials to their principals. In addition, Georgeson Inc., which is retained by us on an annual basis, will aid in the solicitation of proxies for a fee of $7,500 plus expenses.

Copies of our Annual Report on Form 10-K for our fiscal year ended January 31, 2016, excluding the exhibits thereto but including certain additional information, are being mailed to our stockholders together with this Proxy Statement. The Annual Report on Form 10-K, together with such additional information, comprise our Annual Report to Stockholders. If you want to save us the cost of mailing more than one annual report to the same address, please send your written request to the Secretary of the Company at the address in the paragraph below to discontinue mailing a duplicate copy to the account or accounts selected by you. In addition, you can help us save future printing and mailing costs and reduce the environmental impact of printing and mailing communications by agreeing to electronic delivery of future Annual Reports to Stockholders, proxy statements and other proxy materials by enrolling at www.ematerials.com/pvh or as offered by your bank or broker.

Stockholders and other interested parties may send communications to the Board of Directors (or specified group of individual directors, such as the non-management directors and the presiding director). Any such communication should be addressed to the Board (or individual director) in care of the Secretary of PVH Corp., 200 Madison Avenue, New York, New York, 10016-3903.

By order of the Board of Directors,

Mark D. Fischer
Secretary

New York, New York
May 6, 2016

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EXHIBIT A

GAAP TO non-GAAP Reconciliations

We use non-GAAP financial measures to evaluate our operating performance and to discuss our business with investors, our Board of Directors and others. We believe these non-GAAP financial measures provide useful information to assist investors in evaluating the effectiveness of our ongoing operations and underlying business trends and to facilitate a comparison of our current results against past and future results. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be viewed in addition to, and not in lieu of or as superior to, the comparable financial information prepared in accordance with GAAP. Please understand that these non-GAAP financial measures may not be comparable to similarly described measures reported by other companies.

Reconciliations of GAAP Earnings Before Interest and Taxes to Non-GAAP Earnings Before Interest and Taxes
(Dollars in Millions)

	2015			2014			2013
Earnings before interest and taxes		$	761		$	530		$	513
% change over prior year			44%			3%
Items excluded:
Gross profit associated with the operation of and exit from the Izod retail business			(28)
Gross profit charges associated with acquisition and integration of Warnaco and related restructuring						5			86
Gross profit charges principally associated with the discontinuation of several licensed product lines in the Heritage Brands dress furnishings business			9
Gross profit charges associated with the exit from a discontinued product line in the Tommy Hilfiger Japan business						2
Actuarial (gain) loss on retirement plans (recorded in SG&A)			(20)			139			(53)
SG&A expenses associated with acquisition and integration of Warnaco and related restructuring			73			135			384
SG&A expenses associated with the operation of and exit from the Izod retail business (including noncash impairment charges of $18 in 2014)			39			21
SG&A expenses associated with the discontinuation of several licensed product lines in the Heritage Brands dress furnishings business			8
SG&A expenses associated with licensing to G-III Apparel Group, Ltd. (“G-III”) the Tommy Hilfiger womenswear wholesale business in the U.S. and Canada			3
SG&A expenses associated with the exit from a discontinued product line in the Tommy Hilfiger Japan business						1
Impairment of certain Tommy Hilfiger North America stores (recorded in SG&A)						2
Loss recorded on the sale of Bass, including related costs (recorded in SG&A)						1			20
SG&A impact of the amendment of an unfavorable contract									(24)
Net gain on deconsolidation of subsidiaries and consolidated joint venture (recorded in SG&A)						(8)
Gain recorded on the equity investment in Kingdom Holding 1 B.V., the parent company of the Karl Lagerfeld brand (“Karl Lagerfeld”) (recorded in equity in net income of unconsolidated affiliates)			(2)
Debt modification and extinguishment costs						93			40
Non-GAAP earnings before interest and taxes		$	842		$	921		$	967
% change over prior year			-9%			-5%

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GAAP to Non-GAAP Reconciliations

(Dollars and Shares in Millions, Except Per Share Data)

	2015
	GAAP	Adjustments1	Non-GAAP	Foreign Exchange Impact	Constant Currency
Revenue — Consolidated	$ 8,020			$ (555)	$ 8,575
Calvin Klein	2,923			(199)	3,122
Tommy Hilfiger	3,369			(341)	3,710
Heritage Brands	1,728			(15)	1,743
Earnings — Consolidated
Earnings Before Interest and Taxes	$ 761	$ (81)	$ 842	$ (121)	$ 963
% Growth	44%		-9%		5%
Net Income per Common Share Calculation
Net Income Attributable to PVH Corp.	$ 572	$ (14)	$ 586
Total Shares for Diluted Net Income per Common Share	83		83
Diluted Net Income per Common Share Attributable to PVH Corp.	$ 6.89		$ 7.05	$ (1.38)	$ 8.43
% Growth	31%		-3%		15%
Net Income per Common Share Reconciliation — 2015 Initial Guidance
Diluted Net Income per Common Share Attributable to PVH Corp.	$6.09 – $6.24	$ (0.66)	$6.75 – $6.90

	2014
	GAAP			Adjustments2			Non-GAAP
Earnings — Consolidated
Earnings Before Interest and Taxes		$	530		$	(391)		$	921
Net Income per Common Share Calculation
Net Income Attributable to PVH Corp.		$	439		$	(169)		$	608
Total Shares for Diluted Net Income per Common Share			83						83
Diluted Net Income per Common Share Attributable to PVH Corp.		$	5.27					$	7.30

	2013
	GAAP			Adjustments3			Non-GAAP
Revenues — Consolidated		$	8,186		$	(30)		$	8,216
Calvin Klein			2,767			(30)			2,797
Earnings — Consolidated
Earnings Before Interest and Taxes		$	513		$	(454)		$	967
Net Income per Common Share Calculation
Net Income Attributable to PVH Corp.		$	144		$	(437)		$	581
Total Shares for Diluted Net Income per Common Share			83						83
Diluted Net Income per Common Share Attributable to PVH Corp.		$	1.74					$	7.03

Adjustments for 2015 represent the elimination of (i) the costs incurred in connection with our integration of Warnaco and the related restructuring; (ii) the costs incurred in connection with our operation of and exit from the Izod retail business; (iii) the costs incurred principally in connection with the discontinuation of several licensed product lines in our Heritage Brands dress furnishings business; (iv) the costs incurred in connection with licensing to G-III our Tommy Hilfiger womenswear wholesale business in the U.S. and Canada; (v) the gain recorded on our equity investment in Karl Lagerfeld; (vi) the recognized actuarial gain on retirement plans; (vii) the tax effects associated with the foregoing items; and (viii) the tax benefits associated with non-recurring discrete items primarily related to the resolution of uncertain tax positions and the impact of recently enacted tax law and tax rate changes on deferred taxes.

Adjustments for 2014 represent the elimination of (i) the costs incurred in connection with our integration of Warnaco and the related restructuring; (ii) the costs incurred in connection with our exit from the Izod retail business, including noncash impairment charges; (iii) the costs incurred in connection with our exit from a discontinued product line in the Tommy Hilfiger Japan business; (iv) the impairment of certain Tommy Hilfiger stores in North America; (v) the costs incurred related to the sale of the Bass business; (vi) the costs incurred in connection with the amendment and restatement of our credit facility and the related redemption of our 7 3/8% senior notes due 2020; (vii) the net gain on the

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deconsolidation of certain Calvin Klein subsidiaries in Australia and New Zealand and the previously consolidated Calvin Klein joint venture in India; (viii) the recognized actuarial loss on retirement plans; (ix) the tax effects associated with the foregoing items; and (x) the tax benefits associated with non-recurring discrete items primarily related to the resolution of uncertain tax positions and various Warnaco integration activities.

Adjustments for 2013 represent the elimination of (i) the costs incurred in connection with our acquisition and integration of Warnaco and the related restructuring; (ii) the loss incurred in connection with the sale of substantially all of the assets of our Bass business, including related costs; (iii) the income recorded due to the amendment of an unfavorable contract, which resulted in the reduction of a liability recorded at the time of the Tommy Hilfiger acquisition; (iv) the costs incurred in connection with our debt modification and extinguishment; (v) the interest expense incurred prior to the Warnaco acquisition closing date related to the $700 of senior notes issued in 2012 to fund the acquisition; (vi) the recognized actuarial gain on retirement plans; (vii) the tax effects associated with the foregoing items; (viii) non-recurring discrete tax items related to the Warnaco integration; and (ix) a non-recurring discrete tax item attributable to an increase to our previously-established liability for an uncertain tax position related to European and U.S. transfer pricing arrangements.

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