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This excerpt taken from the RL 8-K filed Nov 3, 2009.
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 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

On November 3, 2009, Polo Ralph Lauren Corporation (the “Company”) reported its results of operations for the fiscal quarter ended September 26, 2009. A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

 

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 November 3, 2009

 

 


 

 

This excerpt taken from the RL 8-K filed Aug 5, 2009.
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 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 5, 2009, Polo Ralph Lauren Corporation (the “Company”) reported its results of operations for the fiscal quarter ended June 27, 2009. A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

 

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 5, 2009.

 

 

 

 

 

 


 

 

This excerpt taken from the RL 8-K filed Jul 2, 2009.
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 29, 2009, Polo Ralph Lauren Corporation (the “Corporation”) entered into an amendment (the “Amendment”) with Ralph Lauren, the Corporation’s Chairman and Chief Executive Officer, to amend the Amended and Restated Employment Agreement, dated as of March 30, 2008, between the Corporation and Mr. Lauren. Among other things, under the Amendment Mr. Lauren will receive on an annual basis 75,000 restricted performance share units, rather than time-based restricted share units, commencing in the Corporation’s current fiscal year. Each grant of restricted performance share units to Mr. Lauren will vest at the end of a three year performance period, subject to the Company achieving its applicable performance goals. Under the Amendment, the Compensation Committee has the authority, in its good faith discretion, to reduce the number of restricted performance share units and/or stock options to be granted to Mr. Lauren under his employment agreement.

 

The above description is qualified in its entirety by reference to the Amendment which is attached hereto as Exhibit 10.1 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

 

10.1

Amendment No. 1 dated June 29, 2009 to the Amended and Restated Employment Agreement between the Corporation and Ralph Lauren.

 

 


 

 

This excerpt taken from the RL 8-K filed Jul 2, 2009.
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 8-K filed May 27, 2009.
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 8-K filed May 27, 2009.
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 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 27, 2009, Polo Ralph Lauren Corporation (the “Company”) reported its results of operations for the fiscal quarter and fiscal year ended March 28, 2009. A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 2.02 and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

 

 

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 27, 2009.

 

 

 

 

 

 


 

 

This excerpt taken from the RL 8-K filed Feb 4, 2009.
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 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 4, 2009, Polo Ralph Lauren Corporation (the “Company”) reported its results of operations for the fiscal quarter ended December 27, 2008. A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

 

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 February 4, 2009.

 

 

 

 

 

 


 

 

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