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The 2025 Annual Meeting of Stockholders of Ralph Lauren Corporation, a Delaware corporation, will be held virtually via live webcast on Thursday, July 31, 2025, at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/RL2025, or at any postponement or adjournment of the meeting, for the following purposes:

The foregoing items of business are described more fully in the accompanying Proxy Statement. Only holders of record of the Company’s Class A and Class B Common Stock at the close of business on June 3, 2025 are entitled to notice of, and to vote at, the 2025 Annual Meeting of Stockholders and any adjournments or postponements thereof.

We will be using the Securities and Exchange Commission’s Notice and Access model, which allows us to make the proxy materials available on the Internet, as the primary means of furnishing proxy materials to stockholders. On or about June 20, 2025, we will mail to all stockholders a Notice of Internet Availability of Proxy Materials, which contains instructions for accessing our proxy materials on the Internet and voting by telephone or on the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions for requesting a printed set of proxy materials. The Proxy Statement, Annual Report on Form 10-K for the fiscal year ended March 29, 2025, and Notice of Annual Meeting are available at: http://investor.ralphlauren.com. The information on our investor relations or corporate websites is not incorporated by reference into this Proxy Statement and should not be considered part of this Proxy Statement.

Please vote promptly by signing, dating, and returning the enclosed proxy card or voting by telephone or on the Internet by following the instructions on your Notice of Internet Availability of Proxy Materials. In the event that a stockholder decides to participate in the online meeting, such stockholder may, if so desired, revoke the proxy by voting those shares when joining the meeting.

By Order of the Board of Directors,

This document contains, and oral statements made at our Annual Meeting of Stockholders and elsewhere from time to time by representatives of the Company may contain, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding our current expectations about the Company’s future operating results and financial condition, the implementation and results of our strategic plans and initiatives, store openings and closings, capital expenses, our plans regarding our quarterly cash dividend and Class A common stock repurchase programs, our ability to meet citizenship and sustainability goals, and plans for future executive remuneration. Forward-looking statements are based on current expectations and are indicated by words or phrases such as “aim,” “anticipate,” “outlook,” “estimate,” “ensure,” “commit,” “expect,” “project,” “believe,” “envision,” “goal,” “target,” “can,” “will,” and similar words or phrases. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed in or implied by such forward-looking statements. These risks, uncertainties, and other factors include, among others: the loss of key personnel, including Mr. Ralph Lauren, or other changes in our executive and senior management team or to our operating structure, including any potential changes resulting from the execution of our long-term growth strategy, and our ability to effectively transfer knowledge and maintain adequate controls and procedures during periods of transition; the impact to our business resulting from the potential imposition of additional tariffs, duties, or taxes, changes to existing trade agreements, and other charges or barriers to trade, including those recently announced by the U.S. and any responding retaliatory actions implemented by impacted countries, and any related impact to global stock markets, foreign currency exchange rates, and existing inflationary pressures, as well as our ability to implement mitigating sourcing strategies; the potential impact to our business resulting from inflationary pressures, including increases in the costs of raw materials, transportation, wages, healthcare, and other benefit-related costs; the impact of economic, political, and other conditions on us, our customers, suppliers, vendors, and lenders, including potential business disruptions related to ongoing military conflicts taking place in various parts of the world, most notably the Russia-Ukraine and Israel-Hamas wars, other recent hostilities in the Middle East, including between Israel and Iran, and militant attacks on cargo vessels in the Red Sea, civil and political unrest, diplomatic tensions between the U.S. and other countries, high interest rates, and bank failures, among other factors described herein; the impact to our business resulting from a recession or changes in consumers' ability, willingness, or preferences to purchase discretionary items and luxury retail products, which tends to decline during recessionary periods, and our ability to accurately forecast consumer demand, the failure of which could result in either a build-up or shortage of inventory; the potential impact to our business resulting from supply chain disruptions, including those caused by capacity constraints, closed factories and/or labor shortages (stemming from pandemic diseases, labor disputes, strikes, or otherwise), man-made or natural disasters, scarcity of raw materials, port congestion, and scrutiny or detention of goods produced in certain territories resulting from laws, regulations, or trade restrictions, such as those imposed by the Uyghur Forced Labor Prevention Act (“UFLPA”) or the Countering America's Adversaries Through Sanctions Act (“CAATSA”), which could result in shipment approval delays leading to inventory shortages and lost sales, as well as potential shipping delays, inventory shortages, and/or higher freight costs resulting from port strikes, the recent Red Sea crisis, and/or disruptions to major waterways such as the Suez and Panama canals; changes in our tax obligations and effective tax rate due to a variety of factors, including potential changes in U.S. or foreign tax laws and regulations, accounting rules, or the mix and level of earnings by jurisdiction in future periods that are not currently known or anticipated; our ability to effectively manage inventory levels and the increasing pressure on our margins in a highly promotional retail environment; our exposure to currency exchange rate fluctuations from both a transactional and translational perspective; our efforts to successfully enhance, upgrade, and/or transition our global information technology systems and digital commerce platforms; our ability and the ability of our third-party service providers to secure our respective facilities and systems from, among other things, cybersecurity breaches, acts of vandalism, computer viruses, ransomware, or similar Internet or email events; our ability to recruit and retain qualified employees to operate our retail stores, distribution centers, and various corporate functions; our ability to successfully implement our long-term growth strategy; our ability to continue to expand and grow our business internationally and the impact of related changes in our customer, channel, and geographic sales mix as a result, as well as our ability to accelerate growth in certain product categories; our ability to open new retail stores and concession shops, as well as enhance and expand our digital footprint and capabilities, all in an effort to expand our direct-to-consumer presence; our ability to respond to constantly changing fashion and retail trends and consumer demands in a timely manner, develop products that resonate with our existing customers and attract new customers, and execute marketing and advertising programs that appeal to consumers; our ability to competitively price our products and create an acceptable value proposition for consumers; our ability to continue to maintain our brand image and reputation and protect our trademarks; our ability to achieve our goals regarding citizenship and sustainability practices, including those related to climate change, our human capital, and our supply chain, or if our stakeholders disagree with such goals; the potential impact to our business if any of our distribution centers were to become inoperable or inaccessible; the potential

impact to our business resulting from pandemic diseases such as COVID-19, including periods of reduced operating hours and capacity limits and/or temporary closure of our stores, distribution centers, and corporate facilities, as well as those of our customers, suppliers, and vendors, and potential changes to consumer behavior, spending levels, and/or shopping preferences, such as willingness to congregate in shopping centers or other populated locations; the potential impact on our operations and on our suppliers and customers resulting from man-made or natural disasters, including pandemic diseases, severe weather, geological events, and other catastrophic events, such as terrorist attacks, military conflicts, and other hostilities; our ability to achieve anticipated operating enhancements and cost reductions from our restructuring plans, as well as the impact to our business resulting from restructuring-related charges, which may be dilutive to our earnings in the short term; the impact to our business resulting from potential costs and obligations related to the early or temporary closure of our stores or termination of our long-term, non-cancellable leases; our ability to maintain adequate levels of liquidity to provide for our cash needs, including our debt obligations, tax obligations, capital expenditures, and potential payment of dividends and repurchases of our Class A common stock, as well as the ability of our customers, suppliers, vendors, and lenders to access sources of liquidity to provide for their own cash needs; the potential impact to our business resulting from the financial difficulties of certain of our large wholesale customers, which may result in consolidations, liquidations, restructurings, and other ownership changes in the retail industry, as well as other changes in the competitive marketplace, including the introduction of new products or pricing changes by our competitors; our ability to access capital markets and maintain compliance with covenants associated with our existing debt instruments; a variety of legal, regulatory, tax, political, and economic risks, including risks related to the importation, exportation, and traceability and transparency of products which our operations are currently subject to, or may become subject to as a result of potential changes in legislation, and other risks associated with our international operations, such as compliance with the Foreign Corrupt Practices Act or violations of other anti-bribery and corruption laws prohibiting improper payments, and the burdens of complying with a variety of foreign laws and regulations, including tax laws, trade and labor restrictions, and related laws that may reduce the flexibility of our business; the potential impact to the trading prices of our securities if our operating results, Class A common stock share repurchase activity, and/or cash dividend payments differ from investors' expectations; our ability to maintain our credit profile and ratings within the financial community; our intention to introduce new products or brands, or enter into or renew alliances; changes in the business of, and our relationships with, major wholesale customers and licensing partners; and our ability to make strategic acquisitions and successfully integrate the acquired businesses into our existing operations; and other risk factors identified in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission. These forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

In this document, we refer to Ralph Lauren Corporation as the “Company,” “we,” “us” or “our.” Our fiscal year ends on the Saturday closest to March 31. All references to “Fiscal 2027” represent the fiscal year ending April 3, 2027. All references to “Fiscal 2026” represent the fiscal year ending March 28, 2026. All references to “Fiscal 2025” represent the fiscal year ended March 29, 2025. All references to “Fiscal 2024” represent the fiscal year ended March 30, 2024. All references to “Fiscal 2023” represent the fiscal year ended April 1, 2023. All references to “Fiscal 2022” represent the fiscal year ended April 2, 2022. All references to “Fiscal 2021” represent the fiscal year ended March 27, 2021. All references to “Fiscal 2020” represent the fiscal year ended March 28, 2020. All references to “Fiscal 2018” represent the fiscal year ended March 31, 2018.

The Company uses non-U.S. generally accepted accounting principles (“U.S. GAAP”) financial measures, among other things, to evaluate its operating performance and in order to represent the manner in which the Company conducts and views its business. In addition, as discussed in the “Executive Compensation Matters” section of the Proxy Statement, the Talent, Culture & Total Rewards Committee uses non-U.S. GAAP measures to set and certify the achievement of certain performance-based compensation goals. The Company believes that excluding items that are not comparable from period to period helps investors and others compare operating performance between two periods. While the Company considers the non-U.S. GAAP measures useful in analyzing its results, they are not intended to replace, nor act as a substitute for, any presentation included in the consolidated financial statements prepared in conformity with U.S. GAAP and may be different from non-U.S. GAAP measures reported by other companies. See Appendix B to the Proxy Statement for reconciliation between the non-U.S. GAAP financial measures and the most directly comparable U.S. GAAP measures.

The 2025 Annual Meeting will be conducted exclusively online via live webcast, allowing all of our stockholders the option to participate in the live, online meeting from any location convenient to them, providing stockholder access to our Board and management and enhancing participation.

Stockholders at the close of business on June 3, 2025 will be allowed to communicate with us and ask questions in our virtual stockholder meeting forum before and during the meeting. All directors and key executive officers are expected to participate in the meeting, and we are committed to acknowledging each question we receive. For further information on the virtual meeting, please see the “Questions and Answers About the Annual Meeting and Voting” section on page 117.

The below table shows prior year committee composition that will be rotated and updated effective after the 2025 Annual Meeting.

As presented in the chart below, we believe our Board nominees offer a broad range of key skills and experiences to provide effective oversight of the Company and create long-term sustainable growth for our Company through successful execution of the Company’s strategic plan. Below is a high-level summary which highlights certain of the Board nominees’ skills, qualifications and experiences and is not intended to be an exhaustive list of each director nominee’s contributions to the Board. A diversity matrix is also provided.

 

Our TSR for recent periods, relative to our Fiscal 2025 PSU Comparator Group detailed on page 77 and the S&P 500, is set forth below. TSR is based on stock price appreciation, plus dividends reinvested, with starting and ending share prices based on average closing stock prices for the 20 trading days ending immediately prior to the beginning and end of the performance period. We had very strong TSR results in all three periods, with 1-year Fiscal 2025, 3-year Fiscal 2023-2025, and 5-year Fiscal 2021-2025 substantially outperforming the PSU Comparator Group and S&P 500 Index.

 

The key components of our executive compensation program for our named executive officers (“NEOs”) consist of base salary, annual cash incentive, and long-term equity-based incentive opportunities. Our compensation plans are designed to link pay and performance, reward sustained business growth and results, and drive stockholder value. A majority of each NEO’s compensation is variable in the form of annual cash incentive and long-term equity-based awards. Aligned with our Strategic Plan and based on the feedback received from our stockholders in Fiscal 2024 and following review and discussion with management and our independent consultants, and the Talent Committee, we included key financial measures in both our short- and long-term incentive compensation plans in Fiscal 2025.

Key takeaways impacting executive compensation for Fiscal 2025 are:

 

We have in place a comprehensive corporate governance framework which incorporates and, in certain areas, exceeds the corporate governance requirements of the Sarbanes-Oxley Act of 2002, the U.S. Securities and Exchange Commission (“SEC”), the New York Stock Exchange (“NYSE”), and the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). We do not rely on exemptions from certain of the NYSE’s corporate governance requirements available to us as a controlled company. In keeping with good corporate governance practices, we maintain a majority of independent directors, and each of our Board Committees are comprised solely of independent directors as required by the NYSE for non-controlled companies.

In Fiscal 2025, we continued our ongoing stockholder outreach efforts as we believe the input of our stockholders is an important driver in establishing our corporate governance, compensation, and citizenship and sustainability practices. In Fiscal 2025, the Company contacted stockholders representing over 70% of our outstanding shares of Class A Common Stock, including 100% of our top 25 stockholders, and held meetings with all stockholders that accepted our invitation representing approximately 30% of our Class A Common Stock outstanding. Our Lead Independent Director participated in the majority of such meetings last year. Additionally, we conduct business focused engagement calls throughout the year on the Company’s Strategic Plan and financial performance with existing and prospective stockholders.

On August 1, 2024, at our 2024 Annual Meeting of Stockholders, Darren Walker, a Class A director, received under 50% of the total Class A votes cast. Based on our stockholder engagement in both Fiscal 2024 and Fiscal 2025, the Company has strong reason to believe that the withheld votes for Mr. Walker, who is a highly valued member of our Board and Nominating Committee, are substantially the result of stockholder views regarding our dual-class capital structure and not due to any specific objection to Mr. Walker or his capabilities as a director. Since Mr. Walker was the only Class A director that was also a member of the Nominating Committee, the Company believes that these stockholder concerns on our dual-class structure were directed at Mr. Walker. In our Fiscal 2025 engagements, we discussed our dual-class structure with our investors in response our 2024 Annual Meeting of Stockholders vote results, including the Company’s long-term track record of success under the current structure which has been in place since the Company’s initial public offering. We also discussed Mr. R. Lauren’s ongoing stewardship and loyalty to the Company and the stability he provides (which factors are discussed in more detail below in the “Corporate Governance – Overview of Corporate Governance” section), and a review of the substantial and prohibitive costs to the Company of unwinding the dual-class structure based on our review and analysis of similar precedent transactions. During these discussions, certain of our investors indicated that they understood the benefits of maintaining our dual-class structure and voiced concern regarding the prohibitive costs of unwinding it. Subsequent to the 2024 voting result, the Board and Nominating Committee evaluated the reason for the voting result, Mr. Walker’s productivity, contributions and value to the Board, and considered his skill set and experience, and confirmed its unanimous support for his continued Board service.

Following those engagements and considering investor feedback, the Board’s independent Nominating Committee reviewed both our dual-class structure in response to our 2024 Annual Meeting of Stockholders results and Mr. Walker’s continued service on our Board. In addition, the Nominating Committee considered the full voting record for the 2024 Annual Meeting of Stockholders, which reflected significant support for Mr. Walker, including that five of our top 10 stockholders voted for Mr. Walker’s re-election, and the remainder expressing that their withhold votes for Mr. Walker were due primarily to our dual-class structure and not due to his personal performance. Following its review, the Nominating Committee recommended that the Company maintain its existing capital structure in consideration of the relevant benefits and costs of unwinding and re-nominated Mr. Walker for election as a director at our 2025 Annual Meeting of Stockholders in light of his capabilities as a board member and valuable contributions to the Board. Our independent Nominating Committees reviews our corporate governance, including our dual-class structure, annually to align with stockholder interests and feedback.

The Company’s Purpose to inspire the dream of a better life through authenticity and timeless style guides everything we do. Since our founding nearly 60 years ago, we have created iconic products that are timeless — that are intended to be worn, loved and passed on through generations. Our Global Citizenship & Sustainability strategy, Timeless by Design, is grounded in this philosophy and how we weave our Purpose throughout our business. We bring this to life through three pillars of our strategy:

Please see page 44 for more information. Our most recently published Global Citizenship & Sustainability Report covering Fiscal 2024 may be found on our corporate website at https://corporate.ralphlauren.com/citizenship-and-sustainability. Our Global Citizenship & Sustainability Report covering Fiscal 2025 is expected to be released in September 2025. We regularly conduct materiality assessments to help identify and prioritize the citizenship and sustainability issues, risks and opportunities that matter most to our business and stakeholders. Our most recent assessment was conducted in Fiscal 2025. The information contained in or linked to or from our Global Citizenship & Sustainability Report and on our corporate website is not incorporated by reference into this Proxy Statement and should not be considered part of this Proxy Statement.

This Proxy Statement is furnished to the stockholders of Ralph Lauren Corporation, a Delaware corporation, in connection with the solicitation by its Board of Directors of proxies for its 2025 Annual Meeting to be held exclusively online via live webcast at www.virtualshareholdermeeting.com/RL2025 on Thursday, July 31, 2025, at 9:00 a.m. Eastern Time or at any adjournments or postponements thereof. A proxy delivered pursuant to this solicitation may be revoked by the person executing the proxy at any time before it is voted by giving written notice to our Secretary, by delivering a later dated proxy, or by voting online during the 2025 Annual Meeting. The address of our principal executive offices is 650 Madison Avenue, New York, New York 10022.

This Proxy Statement, the Annual Report on Form 10-K for the fiscal year ended March 29, 2025, and the Notice of Annual Meeting will be made available to our stockholders on our website, http://investor.ralphlauren.com, on or about June 20, 2025, and a full printed set of the proxy materials will be made available on request.

We know of no reason why any nominee would be unable or unwilling to serve. If any nominee becomes unable or unwilling to serve for any reason, our Board, based on the recommendation of the Nominating Committee, may either reduce the number of directors or designate a substitute nominee. If a substitute nominee is designated, the persons named in the enclosed proxy will vote all proxies that would otherwise be voted for the named nominee or nominees for the election of such substitute nominee or nominees.

For close to sixteen years, we have benefited from the tremendous contributions of Board member Hubert Joly. During that time, he has provided strong leadership to the Board, including most recently his service as our Lead Independent Director for four years. Mr. Joly played a key role in the Board’s evolution, resulting in its broadened diversity of backgrounds, skills and experiences. As part of our Board succession and evolution planning, Mr. Joly will not be standing for reelection at our 2025 Annual Meeting. During his tenure, Mr. Joly was instrumental to many of our successes as a company, and we are extremely grateful for his commitment and dedicated service to the Company and our stockholders.

We have in place a comprehensive corporate governance framework which incorporates and, in certain areas, exceeds the corporate governance requirements of the Sarbanes-Oxley Act of 2002, the SEC, the NYSE, and the Dodd-Frank Act. We do not rely on exemptions from the NYSE’s corporate governance requirements available to us as a controlled company. In keeping with good corporate governance practices, we maintain a majority of independent directors, and each of our Board Committees are comprised solely of independent directors as required by the NYSE for non-controlled companies.

To ensure that our Board reflects an appropriate mix of attributes, qualifications, experience, and skills and continues to provide effective oversight of the Company’s strategy and performance, the Nominating Committee focuses on director succession and tenure and seeks to combine continuity of experience with fresh perspectives, expertise, and skills that match our evolving business needs provided by new directors.

In order to prevent overboarding, the Board’s Corporate Governance Policies provide that a director who is also a named executive officer of the Company may not serve on more than one other public company board, a director of the Company (other than the Company’s named executive officers) who serves as a named executive officer of another public company is limited to board service at such other public company and the Company, and no other Company director may serve on more than three other public company boards. All our current directors and director nominees are in compliance with these limits.

Over the last few years, the Board has undergone significant evolution, resulting in broadened diversity of backgrounds, skills and experiences, a lower average tenure of approximately 10 years, and a decreased average age of less than 65 years, with the majority of independent directors 65 years of age or less. In the past few years, a number of directors joined the Board with a range of relevant experiences, key skills, backgrounds and attributes to complement the depth of knowledge and experiences of our Board, such as individuals with experience in global strategy, digital and technology, artificial intelligence, media and entertainment, international sales and operations, consumer engagement, corporate citizenship, sustainability, regulatory governance, government affairs, finance and the Chinese market. At the 2025 Annual Meeting, as part of our Board evolution and succession planning, one of our long-tenured directors, Hubert Joly, will not be standing for re-election, and the size of our Board will be reduced to 11 members. Our independent directors have appointed Angela Ahrendts to serve as the Company’s new Lead Independent Director, and a Class A Director for the first time following the 2025 Annual Meeting.

In addition to evolving the Board’s composition, the Nominating Committee reviews Committee membership annually, and the Board regularly updates its committee membership assignments based upon the Nominating Committee’s recommendations.

While there is no formal committee rotation policy for Committee assignments, the Chairs of each Committee are rotated at least once every five years. The current Chairs of our Finance Committee, Audit Committee, and Talent Committee chairs were appointed in August 2023 and the current Chair of our Nominating Committee was appointed in August 2022. Committee assignments and the designation of Committee Chairs are made based on Committee needs, director experience, interest and availability, and evolving legal and regulatory considerations. These practices promote strong Committee leadership and independence as well as director development and succession planning.

In Fiscal 2017, we appointed our first formal Lead Independent Director to provide strong, independent leadership for the Board and serve as a liaison between our Board and management. The Board most recently updated the Lead Independent Director responsibilities in Fiscal 2023 to expand the role to include, among other things, leading the annual performance evaluation of the Board, leading the annual performance review of the CEO, reviewing with the Board succession planning for the CEO and other key management positions, and playing an increased role in crisis management oversight. This role is consistent with good governance practices for lead independent directors and positively impacts the Board’s operations, oversight and decision-making. In Fiscal 2026, the Board approved the appointment of Angela Ahrendts to serve as the new Lead Independent Director replacing Hubert Joly who will be transitioning off our Board as part of planned succession planning, effective following Ms. Ahrendts’s election as a director at the 2025 Annual Meeting of Stockholders. Ms. Ahrendts is being nominated as a Class A Director for the first time and brings extensive experience and proven leadership to the role as a director for seven years on our Board and current Chair of our Finance Committee. We anticipate Ms. Ahrendts will regularly join each Committee meeting in her role as Lead Independent Director.

After the 2025 Annual Meeting, our Board of Directors will be comprised of the following eleven members:

We believe that our current Board structure with a robust Lead Independent Director and Board Committees comprised solely of independent directors provides strong leadership and oversight, as well as efficient and clear communication and administration.

We have a dual-class capital structure, which we believe continues to be in the best interests of the Company. In particular, as in past years, in Fiscal 2025, the Board’s independent Nominating Committee reviewed our dual-class structure in response to our 2024 Annual Meeting of Stockholders vote results and investor feedback received during our stockholder engagement process, including with respect to Darren Walker’s election to the Board. Our Nominating Committee also discussed their review of our dual-class structure with Mr. R. Lauren, as Chairman of the Board, and relayed stockholder views on this structure and Mr. R. Lauren’s and the Company's performance. Following its review, the Nominating Committee recommended that the Company maintain its existing capital structure. In providing its recommendation, the Nominating Committee considered multiple factors (as noted below) related to the Company’s dual-class structure, including the Company’s long-term track record of success under such structure, which has been in place since the Company’s initial public offering, as well as Mr. Walker’s recent election results, which we strongly believe are substantially the result of stockholder views regarding our dual-class structure, and not due to any specific objection to Mr. Walker or his capabilities as a director (See “Stockholder Engagement” above). The Nominating Committee also discussed Mr. R. Lauren’s ongoing stewardship and loyalty to the Company and the stability he provides, especially in times of macroeconomic volatility (which factors are discussed in more detail below), and a review of the substantial and prohibitive costs to the Company of unwinding the dual-class structure based on the Nominating Committee’s review and analysis of similar precedent transactions.

Mr. R. Lauren founded Ralph Lauren Corporation in 1967 and is the controlling stockholder of the Company with a majority ownership of the Company’s Class B Common Stock. As founder, Mr. R. Lauren is bound to the Company and has deep heritage and continues to demonstrate stewardship and loyalty. The Company and its products bear his name, which, as a luxury retail brand, helps us preserve demand, and his image and family are associated with the Company. As Executive Chairman and Chief Creative Officer, a role in which he remains a hands-on and active participant, Mr. R. Lauren’s design, development, and aesthetic continues to be the guiding vision and strategy for our Company. In addition, Mr. R. Lauren continues to maintain a strong economic tie to the Company, including through his and his family’s holdings of Class A and B Common Stock, which represent an approximate 37% economic interest in the Company, evidencing his alignment with stockholder interests and comparable economic and voting power in the Company. These factors, taken together, provide us with long-term resilience and stability, especially in times of macroeconomic volatility.

Mr. R. Lauren’s continued and deep involvement with the Company serves to provide a unique tone at the top that fosters belonging, equity, and inclusion. The Company’s purpose-driven culture is a significant element of our human capital management and we believe has helped us to recruit, attract and retain top talent across all Company functions that are necessary for our continued success. Mr. R. Lauren’s vision and commitment to the Company have contributed to our sustained and continued long-term growth, and the long history of Mr. R. Lauren’s involvement in the Company has been one of its greatest strengths and a benefit to stockholders.

In addition, since the Company has been a public company, we have balanced Mr. R. Lauren’s controlling stake through a unique voting structure that permits the Class A stockholders, over which Mr. R. Lauren does not have control, to separately elect the Class A directors, including our Lead Independent Director (as discussed further below). As a result, Class A stockholders currently elect three directors, or over 25%, of our Board, without any influence from Class B stockholders in a novel governance structure that is beneficial to Class A stockholders, unlike many other dual-class companies.

The long-term success of the Company for the benefit of our stockholders has been, and continues to be, the primary focus and engagement of the Board and management, including the Lauren family. Our capital structure ensures that the Company has a solid and loyal investor base throughout economic downturns and crises. Mr. R. Lauren and his family have had and continue to have a deep interest in the long-term growth and success of the Company. In 2016, the Board appointed Mr. R. Lauren’s son, David Lauren, as Vice Chairman of the Board to further his engagement with our Company and the Board, and to lend his perspective to strategy, brand development, and innovation discussions at the Board level. The Lauren family ownership and direct involvement in the Company provides stability in the face of short-term market pressures or outside influences by providing a counterbalance to vulnerability relating to business cycles and related short-term disruptive effects. This has enabled and continues to enable the Board and management, including the Lauren family, to focus on long-term sustainable growth to benefit our stockholders, which has been a benefit for nearly 60 years. This long-term focus is especially critical in a macroeconomic environment that is constantly changing alongside heightened regulatory scrutiny.

Following a 9% increase in Fiscal 2023 and a 10% increase in Fiscal 2025, we again increased our quarterly dividend by 10% in Fiscal 2026. We also returned a total of $625 million to stockholders in Fiscal 2025 through dividends and share repurchase programs, with our share buybacks more than offsetting the dilutive effect of our share-based employee compensation plans. The Company’s long-term vision and the stability provided by our dual-class structures has contributed to our sustained and continued long-term performance and ability to return cash to stockholders.

The current capital structure has been in place since the Company became public in April 1997. We have been very transparent with our stockholders about this structure since that time, and have consistently engaged with our top stockholders on this topic in recent years. There are two classes of voting stock consisting of Class A Common Stock (currently representing approximately 15% of the voting power and 64% of the economic ownership of the Company), and Class B Common Stock (currently representing approximately 85% of the voting power and 36% of the economic ownership of the Company). All shares of the Class B Common Stock were issued prior to the Company becoming public, and no shares of Class B Common Stock have been issued since then. The Class B Common Stock is convertible into Class A Common Stock at a Class B stockholder’s election. Pursuant to the Company’s governing documents, each share of Class B Common Stock currently owned by Mr. R. Lauren or Lauren Family Member (as defined below) (each a Class B Permitted Holder) may not be transferred other than to another Class B Permitted Holder, except under certain limited and enumerated circumstances. In addition, at such time as a person ceases to be a Class B Permitted Holder, any and all shares of Class B held by that person shall automatically convert into shares of Class A Common Stock. Following the conversion of all Class B Common Stock, the rights of holders of all outstanding common stock will be identical. Once converted into Class A Common Stock, the Class B Common Stock will never be reissued. Changing our dual-class structure is not an action that our Board can unilaterally take. Under Delaware corporate law and our certificate of incorporation, the voting rights of holders of the Class B Common Stock cannot be changed without the consent of the holders of a majority of the outstanding shares of Class B Common Stock voting separately as a class.

Class A stockholders have long been protected within this structure through the Company’s adherence to sound and robust corporate governance practices and principles that complement the share capital structure and reinforce the Company’s strong commitment to both long-term sustainable growth and stockholder value. As previously noted, our Board has a majority of independent directors (with 8 of 11 director nominees being independent) and our Board Committees are comprised solely of independent directors. Unlike many other dual-class structures, the Company’s Class A stockholders elect their own directors without any influence from Class B stockholders and are entitled to elect three members, or over 25% of the Board, each to serve until the 2026 Annual Meeting of Stockholders. Once elected, there is no distinction between Class A or Class B directors and they have the same duties, votes, representation on Board Committees, and responsibilities to protect the interests of all stockholders. Our Board and management are also dedicated to stockholder engagement and annually seek engagement with our largest Class A stockholders. During our Fiscal 2025 engagements, many of our institutional stockholders expressed an understanding and recognition of the benefits of our structure. Our Lead Independent Director participated in the majority of such meetings last year.

The Board’s leadership also reflects the commitment to sound and robust corporate governance practices. The Board has a strong Lead Independent Director and our CEO and Chairman positions are separate. Mr. Louvet joined the Company as President and Chief Executive Officer in 2017 and has been a member of the Board since that time. The Board of Directors believes it is appropriate for Mr. R. Lauren to be Chairman of the Board, in an executive capacity, as he continues, together with Mr. Louvet, to drive the strategic vision of our Company and to actively participate in setting our financial objectives and investment priorities. We believe that these corporate governance practices and those that are summarized on the following pages will continue to protect and preserve the interests of our stockholders.

Our corporate governance practices include: