Exhibit 3.1
V.F. CORPORATION
RESTATED ARTICLES OF INCORPORATION
(Effective as of April 22, 2008)
FIRST: The name of the Corporation is V.F. Corporation.
SECOND: The name and location of its registered agent in this Commonwealth is Corporation
Service Company, Dauphin County.
THIRD: The purpose or purposes for which the Corporation is incorporated is to have unlimited
power to engage in and to do any lawful act concerning any or all lawful business for which
corporations may be incorporated under the Pennsylvania Business Corporation Law.
FOURTH: The term of its existence is perpetual.
FIFTH: This Corporation is authorized to issue two classes of shares to be designated
respectively Preferred Stock and Common Stock; the total number of shares which this
Corporation shall have authority to issue is 325,000,000. The number of shares of Preferred Stock
shall be 25,000,000 and the par value of each share of such class shall be One Dollar ($1.00). The
number of shares of Common Stock shall be 300,000,000, without par value. The stated capital of
this Corporation applicable to the Common Stock shall be One Dollar ($1.00) per share, and any
additional sums heretofore and hereafter received by this Corporation as consideration for shares
of its Common Stock without par value shall be treated as capital surplus. The Board of Directors
is authorized, subject to limitations prescribed by law, to provide by resolution for the issuance
from time to time of the Preferred Stock in one or more series, any or all of which may have full,
limited, multiple, fractional, or no voting rights, and such designations, preferences,
qualifications, privileges, limitations, restrictions, options, conversion rights, and other
special or relative rights as shall be stated in the resolution or resolutions adopted by the Board
of Directors pursuant to the authority hereby expressly vested in such Board.
No holder of any of the shares of stock of the Corporation shall be entitled as a matter of
right to purchase or to subscribe for any unissued stock of any class, or any additional shares of
any class, to be issued by reason of any increase of the authorized capital stock of the
Corporation of any class, or bonds, certificates of indebtedness, debentures, or other securities
convertible into stock of the Corporation or carrying any right to purchase stock of any class, but
any such unissued stock, or such additional authorized issue of any class of stock, or of other
securities convertible into stock or carrying any right to purchase stock, may be issued and
disposed of, pursuant to resolutions of the Board of Directors, to such persons, firms,
corporations, or associations and upon such terms as may be deemed advisable by the Board of
Directors in the exercise of its discretion.
SIXTH: The stockholders of the Corporation shall not have the right to cumulative voting in
the election of directors.
SEVENTH: (A) Except as otherwise expressly provided in section (B) of this Article SEVENTH,
the affirmative vote of the holders of at least 80% of the voting power of the then outstanding
shares of capital stock of the Corporation entitled to vote generally in the election of directors
(the Voting Stock), voting together as a single class, shall be required to approve any one or
more of the transactions listed in paragraphs (i) through (vii) of this section (A), and the term
Business Combination as used in this Article SEVENTH shall mean any transaction referred to in
said paragraphs (i) through (vii). Such affirmative vote shall be required, the fact
notwithstanding that no vote may be required or that a lesser percentage may be specified by law or
in any agreement with any national securities exchange or otherwise. The Business Combination
transactions include:
(i) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter
defined) with (a) an Interested Shareholder (as hereinafter defined) or (b) any other
corporation (whether or not itself an Interested Shareholder) which is, or after such merger
or consolidation would be, an Affiliate (as hereinafter defined) of an Interested
Shareholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) to an Interested Shareholder or an Affiliate of an
Interested Shareholder of any assets of the Corporation or any Subsidiary having an
aggregate Fair Market Value of 5% or more of the total assets of the Corporation and its
consolidated Subsidiaries as reflected on the immediately preceding year-end consolidated
balance sheet of the Corporation; or
(iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in
one transaction or a series of transactions) to the Corporation or any Subsidiary of any
assets of an Interested Shareholder or an Affiliate of an Interested Shareholder having an
aggregate Fair Market Value of 5% or more of the total assets of the Corporation and its
consolidated Subsidiaries as reflected on the immediately preceding year-end consolidated
balance sheet of the Corporation; or
(iv) the issuance or transfer by the Corporation or any Subsidiary (in one transaction
or a series of transactions) of any securities of the Corporation or any Subsidiary to an
Interested Shareholder or an Affiliate of an Interested Shareholder in exchange for cash,
securities or other property (or a combination thereof) having an aggregate Fair Market
Value of 5% or more of the total assets of the Corporation and its consolidated Subsidiaries
as reflected on the immediately preceding year-end consolidated balance sheet of the
Corporation; or
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(v) the issuance or transfer by an Interested Shareholder or an Affiliate of an
Interested Shareholder (in one transaction or a series of transactions) of any securities to
the Corporation or any Subsidiary in exchange for cash, securities or other property (or a
combination thereof) having an aggregate Fair Market Value of 5% or more of the total assets
of the Corporation and its consolidated Subsidiaries as reflected on the immediately
preceding year-end consolidated balance sheet of the Corporation; or
(vi) the adoption of any plan or proposal for the liquidation or dissolution of the
Corporation or any Subsidiary proposed by or on behalf of an Interested Shareholder or an
Affiliate of an Interested Shareholder; or
(vii) any reclassification of securities (including any reverse stock split), or
recapitalization of the Corporation, or any merger or consolidation of the Corporation with
any of its Subsidiaries or any other transaction (whether or not with or into or otherwise
involving an Interested Shareholder) which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary which is directly or indirectly
owned by an Interested Shareholder or an Affiliate of an Interested Shareholder.
(B) The provisions of section (A) of this Article SEVENTH shall not be applicable to any
particular Business Combination, and such Business Combination shall require only such affirmative
vote as is required by law and any other provision of these Articles of Incorporation, if all of
the conditions specified in either of the following paragraphs (i) and (ii) are met:
(i) The Business Combination shall have been approved prior to its consummation by a
majority of the Disinterested Directors (as hereinafter defined).
(ii) All of the following conditions shall have been met:
(a) The aggregate amount of the cash and the Fair Market Value as of the
date of the consummation of the Business Combination of consideration other
than cash to be received per share by holders of shares of each class of
outstanding capital stock shall be at least equal to the highest of the
following:
(1) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers fees) paid
by the Interested Shareholder for any shares of each such class of
capital stock acquired by it (a) within the two-year period immediately
prior to the date of the first public announcement of the proposal of the
Business Combination (the Announcement Date) or (b) in the transaction
in which it became an Interested Shareholder, whichever is higher;
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(2) (if applicable) the highest preferential amount per share to
which the holders of shares of each such class of capital stock are
entitled in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation; and
(3) the Fair Market Value per share of each such class of capital
stock on the Announcement Date or on the date on which the Interested
Shareholder became an Interested Shareholder, whichever is higher.
The provisions of this subparagraph (ii)(a) shall be required to be met
with respect to every class and series of outstanding capital stock, whether
or not the Interested Shareholder has previously acquired beneficial ownership
of any shares of a particular class or series of capital stock.
(b) The price determined in accordance with sub-paragraph (ii)(a) of this
section (B) shall be subject to appropriate adjustment in the event of any
stock dividend, stock split, combination of shares or similar event.
(c) The consideration to be received by holders of each class of
outstanding capital stock shall be in cash or in the same form as the
Interested Shareholder or an Affiliate of the Interested Shareholder has
previously paid for shares of such class of capital stock. If the Interested
Shareholder or an Affiliate of the Interested Shareholder has paid for shares
of any class of capital stock with varying forms of consideration, the form of
consideration for each share of such class shall be in cash, to the highest
amount per share as was paid in cash to acquire any shares owned by the
Interested Shareholder or any Affiliate of the Interested Shareholder, and the
balance of the consideration for each such share shall be either in cash or in
the form used to acquire the largest number of shares of such class previously
acquired by the Interested Shareholder or any Affiliate of the Interested
Shareholder.
(d) After such Interested Shareholder has become an Interested
Shareholder and prior to the consummation of such Business Combination, except
as approved by a majority of the Disinterested Directors: (1) there shall
have been no failure to declare and pay at the regular date therefor any full
quarterly dividends (whether or not cumulative) on any outstanding Preferred
Stock; (2) there shall have been (a) no reduction in the annual rate of
dividends paid on the Common Stock (except as necessary to reflect any
subdivision of the Common Stock), and (b) an increase in such annual rate of
dividends as necessary to reflect any reclassification
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(including any reverse stock split), recapitalization, reorganization or
any similar transaction which has the effect of reducing the number of
outstanding shares of the Common Stock; (3) such Interested Shareholder shall
have not become the beneficial owner of any additional shares of Voting Stock
except as part of the transaction which results in such Interested Shareholder
becoming an Interested Shareholder; and (4) such Interested Shareholder shall
not have received the benefit, directly or indirectly (except proportionately
as a stockholder), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages provided by
the Corporation, whether in anticipation of or in connection with such
Business Combination or otherwise.
(e) A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange Act
of 1934 and the rules and regulations thereunder (or any subsequent provisions
corresponding to or replacing such Act, rules or regulations) shall be
mailed to public stockholders of the Corporation at least 30 days prior to the
consummation of such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to such Act or
subsequent provisions).
(C) For the purposes of this Article SEVENTH:
(i) A person shall mean any individual, firm, corporation or other entity.
(ii) Interested Shareholder shall mean any person (other than the Corporation or any
Subsidiary) who or which:
(a) is the beneficial owner, directly or indirectly, of 20% or more of
the voting power of the outstanding Voting Stock;
(b) is an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date in question was the beneficial
owner, directly or indirectly, of 20% or more of the voting power of the then
outstanding Voting Stock; or
(c) is the beneficial owner of 5% or more of the shares of any class of
Voting Stock which were at any time within the two-year period immediately
prior to the date in question beneficially owned by any Interested
Shareholder; provided, however, that the term Interested Shareholder shall
not include any employee benefit plan of the Corporation or any Subsidiary of
the Corporation or any trustee or fiduciary with respect to any such plan when
acting in the capacity of a trustee or fiduciary.
(iii) A person shall be a beneficial owner of any Voting Stock:
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(a) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or
(b) which such person or any of its Affiliates or Associates has (1) the
right to acquire (whether such right is exercisable immediately or only after
the passage of time), pursuant to any agreement, arrangement or understanding
or upon the exercise of conversion rights, exchange rights, warrants or
options, or otherwise, or (2) the right to vote or to direct the vote pursuant
to any agreement, arrangement or understanding, other than pursuant to a
public solicitation of proxies; or
(c) which are beneficially owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of any shares of Voting Stock, other than pursuant to a
public solicitation of proxies.
(iv) For the purposes of determining whether a person is an Interested Shareholder
pursuant to paragraph (ii) of this section (C), the number of shares of Voting Stock deemed
to be outstanding shall include shares deemed beneficially owned by such person through
application of paragraph (iii) of this section (C) but shall not include any other shares of
Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding,
or upon exercise of conversion rights, warrants or options, or otherwise.
(v) Affiliate or Associate shall have the respective meanings ascribed to such
terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act
of 1934, as in effect on April 15, 1986.
(vi) Subsidiary means any corporation of which a majority of any class of equity
security is owned, directly or indirectly, by the Corporation; provided, however, that for
the purposes of the definition of Interested Shareholder set forth in paragraph (ii) of this
section (C), the term Subsidiary shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by the Corporation.
(vii) Disinterested Director means any member of the Board of Directors of the
Corporation (the Board) who is unaffiliated with an Interested Shareholder and was a
member of the Board prior to the time that the Interested Shareholder became an Interested
Shareholder, and any successor of a Disinterested Director who is unaffiliated with the
Interested Shareholder and is recommended to succeed a Disinterested Director by a majority
of Disinterested Directors then on the Board. A member of the Board of Directors who is
affiliated with an Interested Shareholder shall nevertheless be considered a Disinterested
Director for the purpose of voting upon any matter in which the interests of such Interested
Shareholder (or any Affiliate or Associate of such Interested
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Shareholder) are solely as a holder of shares of capital stock and are undifferentiated
from the interests of other holders of the same class of shares of capital stock.
(viii) Fair Market Value means: (a) in the case of stock, the highest closing sale
price during the 30-day period immediately preceding the date in question of a share of such
stock on the Composite Tape for New York Stock Exchange Listed Stocks, or, if such stock is
not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not
listed on such Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not
listed on any such exchange, the highest closing bid quotation with respect to a share of
such stock during the 30-day period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotations System or any system then in
use, or if no such quotations are available, the fair market value on the date in question
of a share of such stock as determined by a majority of the Disinterested Directors in good
faith; and (b) in the case of property other than cash or stock, the fair market value of
such property on the date in question as determined by a majority of the Disinterested
Directors in good faith.
(ix) In the event of any Business Combination in which the Corporation survives, the
phrase consideration other than cash to be received as used in subparagraph (ii)(a) of
section (B) of this Article SEVENTH shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.
(D) A majority of the Disinterested Directors of the Corporation shall have the power and duty
to determine for the purposes of this Article SEVENTH, on the basis of information known to them
after reasonable inquiry, (i) whether a person is an Interested Shareholder or a Disinterested
Director, (ii) the number of shares of each class of capital stock beneficially owned by any
person, (iii) whether a person is an Affiliate or Associate of another, (iv) whether the assets
which are the subject of any Business Combination have, or the consideration to be received for the
issuance or transfer of securities by or to the Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of 5% or more of the total assets of the
Corporation and its subsidiaries as reflected on the immediately preceding year-end consolidated
balance sheet of the Corporation. A majority of the Disinterested Directors of the Corporation
shall have the further power to interpret all of the terms and provisions of this Article SEVENTH.
(E) Any other provisions of these Articles of Incorporation or the By-Laws of the Corporation
to the contrary notwithstanding (and the fact notwithstanding that a lesser percentage may be
specified by law, these Articles of Incorporation or the By-Laws of the Corporation), the
affirmative vote of the holders of 80% or more of the outstanding Voting Stock, voting together as
a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with,
this Article SEVENTH.
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(F) If any section, sub-section, paragraph, subparagraph, clause, word, combination of words
or other portion of this Article SEVENTH shall be illegal, invalid or unenforceable, then the
illegal, invalid or unenforceable portion shall be stricken herefrom only in the circumstances then
under adjudication, and the remaining provisions of this Article SEVENTH shall be considered as if
the portion so struck does not form a part hereof.
EIGHTH: Except as provided in Article SEVENTH (E), whenever any corporate action is to be
taken by vote of the shareholders adopting, amending or repealing these Articles of Incorporation
or the Corporations By-Laws, the proposed corporate action shall be authorized only (1) upon
receiving at least 80% of the votes which all voting shareholders are entitled to cast thereon or
(2) in the event that the corporate action has been proposed by a majority of the Disinterested
Directors, upon receiving at least a majority of the votes which all voting shareholders are
entitled to cast thereon.
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