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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) FEBRUARY 6, 2007
POLO RALPH LAUREN CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
001-13057 13-2622036
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(Commission File Number) (IRS Employer Identification No.)
650 MADISON AVENUE, NEW YORK, NEW YORK 10022
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(Address of Principal Executive Offices) (Zip Code)
(212) 318-7000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
On February 6, 2007, John R. Alchin, Executive Vice President and Co-Chief
Financial Officer of Comcast Corporation ("Comcast") and Jackwyn Nemerov,
Executive Vice President of Polo Ralph Lauren Corporation (the "Company") were
elected to fill seats on the Board of Directors of the Company. In accordance
with the Company's Amended and Restated Certificate of Incorporation, Mr.
Alchin and Ms. Nemerov were elected to the Board of Directors by the directors
who were themselves elected by the holders of the Company's publicly traded
Class A Common Stock, par value $0.01, at the last annual meeting of
stockholders of the Company. With the addition of Mr. Alchin and Ms. Nemerov
to the Board of Directors of the Company, the number of directors constituting
the entire Board of Directors is now eleven.
Since January 1990, Mr. Alchin has served as a Senior Vice President,
Executive Vice President and Co-Chief Financial Officer of Comcast. His
responsibilities include managing Comcast's capital formation and treasury
activities and overseeing investor relations. Prior to joining Comcast in
1990, Mr. Alchin was a Managing Director of Toronto Dominion Bank.
Upon joining the Board of Directors, Mr. Alchin 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. Mr. Alchin was also elected as a
member of the Audit Committee of the Company. Ms. Nemerov joined the Company
as Executive Vice President effective September 9, 2004. Ms. Nemerov is
responsible for the management of all men's, women's and children's wholesale
brands, licensed apparel and accessories, and manufacturing.
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.
POLO RALPH LAUREN CORPORATION
Date: February 6, 2007 By: /s/ Tracey T. Travis
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Name: Tracey T. Travis
Title: Senior Vice President and
Chief Financial Officer