VF CORP (VFC)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
VF CORP · Meeting: July 28, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2009 with strong financial and governance credentials; VFC's 3-year TSR is only 4.6pp below the peer median, well within the 35pp threshold required to trigger a vote against, and all attendance and independence requirements are met.
Director since 2022 with relevant technology and consumer products expertise; joined within a period where the TSR trigger does not apply and no other policy flags are present.
Director since 2009 with deep consumer brands and compensation committee experience; VFC's 3-year TSR underperformance versus peers is only 4.6pp, well below the 35pp trigger threshold, and no other flags apply.
CEO and director since 2023, joining after the worst of VFC's underperformance was already established; the 3-year peer TSR gap of 4.6pp does not breach the 35pp trigger threshold, and his tenure meaningfully overlaps only the recovery period.
Director since 2023 with deep Nike apparel and footwear industry experience; joined after underperformance was already established and the 3-year peer gap does not trigger a vote against.
Director since 2024, well within the 24-month new-director exemption period; brings relevant direct-to-consumer and apparel executive experience.
Director since 2015 with strong international brand and financial oversight experience; VFC's 3-year peer TSR gap of 4.6pp is far below the 35pp trigger threshold, and attendance and independence requirements are met.
Director since 2011 with marketing, digital, and financial expertise; the 3-year peer TSR gap does not breach the trigger threshold and no other policy flags apply.
Director since 2017 serving as Audit Committee Chair with strong CFO-level financial credentials; the 3-year peer TSR gap of 4.6pp is well within the 35pp allowable band.
Director since 2013 with extensive consumer goods CEO and governance experience; the 3-year peer TSR underperformance of 4.6pp does not reach the 35pp trigger threshold.
Director since 2024, within the 24-month new-director exemption period; brings relevant consumer brand and operational leadership experience as a sitting CEO.
All 11 director nominees receive a FOR vote. VFC's 3-year total return of approximately +1.9% places it in the 'low positive' TSR band, where the policy requires at least 35 percentage points of underperformance versus the peer group median to trigger a vote against; VFC's actual gap is only 4.6pp below the peer median, far short of the trigger. Two directors (Grossman, Tanner) joined within the past 24 months and are exempt from the TSR test. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Bracken Darrell
Total Comp
$10,729,899
Prior Support
96%%
CEO total compensation of approximately $10.7 million is reasonable for a large-cap ($7.1B) consumer discretionary company undergoing a turnaround, and prior say-on-pay support was a strong 96%, indicating no shareholder concern. Pay mix is heavily weighted toward variable pay — the proxy states 91% of the CEO's total direct compensation is at-risk — which well exceeds the 50–60% minimum required by policy. On the pay-for-performance alignment check, VFC's 3-year TSR is only 4.6pp below the peer median (far below the 20pp trigger for a no vote on incentive pay), and the special CEO performance award is entirely performance-contingent, requiring both a 10% adjusted operating margin and a $32 share price target before any payout is made, demonstrating genuine alignment between executive rewards and shareholder outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for a company of VFC's size and complexity. Auditor tenure was not disclosed in the proxy filing, so the tenure trigger cannot fire under policy — the absence of tenure disclosure is noted as a minor negative but does not warrant a vote against. No fee table data was provided in the filing text available, so the non-audit fee ratio test cannot be applied; in the absence of confirmed data triggering a no vote, the default FOR applies.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal – Report on Animal-Derived Materials Policy
PETA is a well-known animal rights advocacy organization, not a neutral institutional investor, and its proposals consistently serve its broader campaign goals rather than ordinary shareholder financial interests — this classifies it as an ideological progressive filer under the policy, which requires a vote against regardless of how the proposal is framed. Applying the symmetry rule, a neutral fiduciary investor would not submit a proposal requiring granular supplier non-compliance reporting and detailed incident disclosures; this proposal is advocacy dressed as a disclosure request. VFC already maintains an Animal-Derived Materials Policy, sources from certified suppliers, and discloses progress in its sustainability report, so even on the merits the incremental value of the specific reporting demanded is weak relative to its operational cost and distraction.
Overall Assessment
VFC's 2026 annual meeting ballot is straightforward: all 11 director nominees pass the TSR and governance screens with no flags, the CEO pay program is heavily performance-weighted and received 96% shareholder support last year, and the only stockholder proposal — filed by PETA — is disqualified as an ideological advocacy submission under the voting policy. The overall ballot warrants a FOR vote on all management proposals and an AGAINST on the PETA proposal.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing