Ralph Lauren (NYSE: RL) elects Cesar Conde as Class B director to board

Rhea-AI Filing Summary

Ralph Lauren Corporation reported that its Board of Directors elected Cesar Conde as a Class B director, effective January 15, 2026. He will serve until the 2026 Annual Meeting of Stockholders or until a successor is elected and qualified, or earlier death, resignation or removal.

The Board increased its size from eleven to twelve members in connection with his election. Mr. Conde was chosen by directors elected by holders of the Company’s Class B common stock. The company states there are no arrangements or understandings behind his selection and no related-party transactions reportable under Item 404(a) of Regulation S-K. He will receive the same compensation, indemnification and other benefits as other non-employee directors.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 15, 2026

RALPH LAUREN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware	001-13057	13-2622036
(State or other jurisdiction of incorporation or organization)	(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):

☐	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))

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
Class A Common Stock, $.01 par value		RL		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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 15, 2026, the Board of Directors (the “Board”) of Ralph Lauren Corporation (the “Company”) elected Cesar Conde as a Class B director on the Board, effective January 15, 2026, to serve until the 2026 Annual Meeting of Stockholders or until his successor is elected and qualified or until his earlier death, resignation or removal. In accordance with the Company’s Amended and Restated Certificate of Incorporation, Mr. Conde was elected to the Board by the directors who were themselves 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. In connection with this election, the Board determined to increase its size from eleven members to twelve members.

There are no arrangements or understandings among Mr. Conde and any other persons pursuant to which Mr. Conde was selected as a director, and there have been no transactions with respect to Mr. Conde reportable under Item 404(a) of Regulation S-K. Mr. Conde will be entitled to the same compensation, indemnification and other benefits as other non-employee directors.

A copy of the press release announcing the election of Mr. Conde to the Board is filed as Exhibit 99.1 hereto and incorporated by reference herein in its entirety. 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

EXHIBIT NO.		DESCRIPTION
99.1		Press Release, dated January 15, 2026
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 thereunto duly authorized.

	RALPH LAUREN CORPORATION
Date: January 15, 2026	By:	/s/ Justin M. Picicci
		Name:	Justin M. Picicci
		Title:	Chief Financial Officer

FAQ

What did Ralph Lauren (RL) disclose in this Form 8-K?

Ralph Lauren Corporation disclosed that its Board of Directors elected Cesar Conde as a Class B director, effective January 15, 2026, and increased the Board size from eleven to twelve members.

What role will Cesar Conde have at Ralph Lauren (RL)?

Cesar Conde has been elected as a Class B director on the Board of Directors of Ralph Lauren Corporation, with the same compensation and benefits as other non-employee directors.

How long is Cesar Conde’s term on the Ralph Lauren board?

Cesar Conde will serve as a director until the 2026 Annual Meeting of Stockholders or until his successor is elected and qualified, or his earlier death, resignation or removal.

Did Ralph Lauren (RL) report any related-party transactions with Cesar Conde?

No. The company states there have been no transactions with respect to Cesar Conde reportable under Item 404(a) of Regulation S-K.

Were there any special arrangements behind Cesar Conde’s selection at Ralph Lauren?

Ralph Lauren states there are no arrangements or understandings among Cesar Conde and any other persons pursuant to which he was selected as a director.

How did Cesar Conde get elected to the Ralph Lauren Board?

In line with the company’s Amended and Restated Certificate of Incorporation, Cesar Conde was elected by directors who were themselves elected by holders of Class B common stock at the last annual meeting.