Certificate of Incorporation/Bylaws - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 24, 2023

V.F. Corporation

(Exact name of registrant as specified in charter)

Pennsylvania		1-5256		23-1180120
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1551 Wewatta Street

Denver, Colorado80202

(Address of principal executive offices)

(720)778-4000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
Common Stock, without par value, stated capital $.25 per share		VFC		New York Stock Exchange
0.625% Senior Notes due 2023		VFC23		New York Stock Exchange
0.250% Senior Notes due 2028		VFC28		New York Stock Exchange
0.625% Senior Notes due 2032		VFC32		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 24, 2023, the Board of Directors (the "Board") of V.F. Corporation (the "Company") amended and restated the Company's Amended and Restated By-Laws(as amended and restated, the "By-Laws"),effective immediately. The amendments effected by the By-Laws:

•

address Rule 14a-19promulgated under the Securities Exchange Act of 1934, as amended, and include updates to the procedural and information requirements for the nomination of directors;

•

provide an outside date for the submission window for shareholders to nominate directors (other than pursuant to the proxy access provisions of the Company's By-Laws);

•

reflect recent amendments to, and align certain provisions with, the Pennsylvania Business Corporation Law; and

•

make various other updates, including ministerial and conforming changes, such as changes in furtherance of gender neutrality.

The foregoing summary description of the By-Lawsis qualified in its entirety by reference to the full text of the By-Laws,which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Amended and Restated By-Laws of V.F. Corporation, Effective January 24, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 25, 2023