RL » Topics » SECURITIES EXCHANGE ACT OF 1934

This excerpt taken from the RL DEFA14A filed Jul 28, 2009.

of the Securities Exchange Act of 1934

 

Filed by the Registrant  o

 Filed by a Party other than the Registrant  o

 

 Check the appropriate box:

 

o Preliminary Proxy Statement

o Definitive Proxy Statement

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

x Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

 

This excerpt taken from the RL 8-K filed Jul 2, 2009.

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported)  June 30, 2009

 

POLO RALPH LAUREN CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE

(State or other jurisdiction of incorporation)

 

 

001-13057

13-2622036

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

 

650 MADISON AVENUE
NEW YORK, NEW YORK


10022

(Address of principal executive offices)

(Zip Code)

 

(212) 318-7000

(Registrant’s Telephone Number, Including Area Code)

 

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

 

ITEM 5.02.

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On June 30, 2009, Hubert Joly, president and chief executive officer of the Carlson Companies, Inc. (“Carlson”), became a member of the Board of Directors of Polo Ralph Lauren Corporation (the “Company”). In accordance with the Company’s Amended and Restated Certificate of Incorporation, Mr. Joly was elected to the Board of Directors by the directors who were previously elected by the holders of the Company’s Class B Common Stock, par value $0.01, at the last annual meeting of stockholders of the Company. With the addition of Mr. Joly, the Board of Directors of the Company now consists of eleven members.

 

Mr. Joly has served as the President and Chief Executive Officer of Carlson, a hospitality and marketing company, since March 2008. Mr. Joly also serves as a member of Carlson’s board of directors. Mr. Joly joined Carlson in 2004 as President and Chief Executive Officer of Carlson Wagonlit Travel. Prior to joining Carlson Wagonlit Travel, Mr. Joly served as Executive Vice President, American Assets at Vivendi Universal from 2002 to 2004 and in various other positions at Vivendi Universal since 1999. Mr. Joly also serves on the boards of the Minneapolis Institute of Arts, the Minnesota Business Partnership and the World Travel and Tourism Council.

 

Upon joining the Company’s Board of Directors, Mr. Joly will receive an initial grant of options to purchase 7,500 shares of the Company’s Class A Common Stock under an option agreement with the Company.

 


 

 

This excerpt taken from the RL DEF 14A filed Jul 2, 2009.

Securities Exchange Act of 1934

Filed by the Registrant x                            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))

 

þ Definitive Proxy Statement

 

¨ Definitive Additional Materials

 

¨ Soliciting Material Pursuant to §240.14a-12

 

 

This excerpt taken from the RL 8-K filed May 27, 2009.

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported)  May 22, 2009

 

POLO RALPH LAUREN CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE

(State or other jurisdiction of incorporation)

 

 

001-13057

13-2622036

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

 

650 MADISON AVENUE
NEW YORK, NEW YORK


10022

(Address of principal executive offices)

(Zip Code)

 

(212) 318-7000

(Registrant’s Telephone Number, Including Area Code)

 

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

 

ITEM 5.02.

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINICIPAL OFFICERS.

(b) On May 22, 2009, Judith A. McHale resigned from the Board of Directors of Polo Ralph Lauren Corporation (the “Company”) for reasons other than disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ms. McHale advised the Company that her resignation was due to her acceptance of the position of Under Secretary for Public Diplomacy and Public Affairs for the Department of State.


 

 

This excerpt taken from the RL DEFA14A filed Jul 24, 2008.

of the Securities Exchange Act of 1934

 

Filed by the Registrant  o

 Filed by a Party other than the Registrant  o

 

 Check the appropriate box:

 

o Preliminary Proxy Statement

o Definitive Proxy Statement

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

x Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

 

This excerpt taken from the RL DEF 14A filed Jul 3, 2008.

Securities Exchange Act of 1934

Filed by the Registrant x                            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))

 

þ Definitive Proxy Statement

 

¨ Definitive Additional Materials

 

¨ Soliciting Material Pursuant to §240.14a-12

 

 

This excerpt taken from the RL 8-K filed Jun 3, 2008.

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported)  MARCH 7, 2008

 

POLO RALPH LAUREN CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE

(State or other jurisdiction of incorporation)

 


001-13057

13-2622036

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 


650 Madison Avenue

New York, New York


10022

(Address of principal executive offices)

(Zip Code)

 

(212) 318-7000

(Registrant’s Telephone Number, Including Area Code)

 

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

 

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

 

This excerpt taken from the RL 8-K filed Aug 13, 2007.

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported)    August 10, 2007

Polo Ralph Lauren Corporation

        (Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-13057

 

13-2622036

(Commission File Number)

 

(I.R.S. Employer Identification No.)


650 MADISON AVENUE
NEW YORK, NEW YORK

 


10022

(Address of principal executive offices)

 

(Zip Code)

(212) 318-7000

(Registrant’s Telephone Number, Including Area Code)

 

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 



 

 

Item 8.01

OTHER EVENTS.

On August 10, 2007, Polo Ralph Lauren Corporation (the "Company") issued a press release announcing that the Company's Board of Directors authorized a $250 million stock repurchase program, subject to market conditions. As part of a previously authorized stock repurchase program, the Company is also currently permitted to purchase approximately an additional $198 million of its shares of Class A Common Stock, subject to market conditions. A copy of the press release issued by the Company concerning the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(a)

Financial Statements of Business Acquired.

Not applicable.

 

(b)

Pro Forma Financial Information.

Not applicable.

 

(c)

Shell Company Transactions.

Not applicable.

 

(d)

Exhibits.

 

EXHIBIT NO.

DESCRIPTION

 

 

99.1

Press Release, dated August 10, 2007

 

 



 

 

 

This excerpt taken from the RL 8-K filed May 25, 2007.

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported)     May 23, 2007

 

 

POLO RALPH LAUREN CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

DELAWARE

(State or Other Jurisdiction of Incorporation)

 

             001-13057                                                                                  13-2622036

(Commission File Number)                                                  (IRS Employer Identification No.)

 

650 MADISON AVENUE, NEW YORK, NEW YORK                                                                  10022

           (Address of Principal Executive Offices)                                                                                   (Zip Code)

 

(212) 318-7000

(Registrant’s Telephone Number, Including Area Code)

 

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act  (17 CFR 240.13e-4(c))

 


 

 



 

 

 

 

This excerpt taken from the RL 8-K filed May 25, 2007.

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported)  May 22, 2007

 

 

POLO RALPH LAUREN CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

DELAWARE

(State or Other Jurisdiction of Incorporation)

 

        001-13057                                                                                  13-2622036

(Commission File Number)                                                  (IRS Employer Identification No.)

 

650 MADISON AVENUE, NEW YORK, NEW YORK                                                                  10022

         (Address of Principal Executive Offices)                                                                                   (Zip Code)

 

(212) 318-7000

(Registrant’s Telephone Number, Including Area Code)

 

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act  (17 CFR 240.13e-4(c))

 


 



 

 

 

ITEM 8.01.

OTHER EVENTS.

Polo Ralph Lauren Corporation’s (the “Company”) press release, dated May 22, 2007, regarding its announcement of the completion of its previously announced public tender offer for approximately 80% of the outstanding shares of Impact 21 Co., is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

 

(a)

Financial Statements of Business Acquired.

Not applicable.

 

(b)

Pro Forma Financial Information.

Not applicable.

 

(c)

Shell Company Transactions.

Not applicable.

 

(d)

Exhibits.

 

EXHIBIT NO.

DESCRIPTION

 

 

99.1

Press Release, dated May 22, 2007

 

 

 



 

 

 

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