DESCRIPTION OF COMMON STOCK
The following description of our capital stock is based upon our articles of incorporation, which were restated as of October 21, 2013
(the Articles of Incorporation), our amended and restated by-laws, which were amended as of January 24, 2023 (the By-laws) and applicable
provisions of law. We have summarized certain portions of the Articles of Incorporation and By-laws below. The summary is not complete. The Articles of Incorporation and
By-laws are incorporated by reference in the registration statement of which this prospectus is a part and were filed with the SEC as exhibits to our Current Report on Form
8-K dated October 21, 2013, in the case of the Articles of Incorporation, and our Current Report on Form 8-K dated January 25, 2023, in the case of the By-laws. You should read the Articles of Incorporation and By-laws for the provisions that are important to you.
Certain provisions of the Pennsylvania Business Corporation Law, as amended (the BCL), the Articles of Incorporation and By-laws could have the effect of delaying, deferring or preventing a tender offer, change in control or the removal of existing management that a shareholder might consider in its best interests, including those
attempts that might result in a premium over the market price for its shares.
Authorized Capital Stock
Our Articles of Incorporation authorize us to issue 1,200,000,000 shares of common stock, without par value, and 25,000,000 shares of preferred
stock, par value $1.00 per share.
Common Stock
As of April 27, 2024, there were 388,887,166 shares of common stock issued and outstanding, which were held of record by 2,607
shareholders. The holders of common stock are entitled to one vote per share (which is non-cumulative) on all matters to be voted upon by the shareholders. Subject to preferences that may be applicable to any
outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor. In the event of the liquidation, dissolution
or winding up of VF, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has no
preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and
non-assessable, and any shares of common stock to be issued upon completion of any future offering pursuant to this prospectus will be fully paid and non-assessable. The
common stock is listed on the New York Stock Exchange. The transfer agent and registrar for the common stock is Computershare Trust Company, N.A.
Preferred Stock
Under the Articles of
Incorporation, the board of directors is authorized to provide for the issuance of up to 25,000,000 shares of preferred stock, par value $1.00 per share, in one or more series, with such voting powers, full or limited and the number of votes per
share, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be established in or pursuant to the resolution
or resolutions providing for the issuance thereof to be adopted by the board of directors. Prior to the issuance of each series of preferred stock, the board of directors will adopt resolutions creating and designating such series as a series of
preferred stock. As of April 27, 2024, there were no shares of preferred stock outstanding.
Certain Provisions of the Articles of Incorporation,
the By-laws and Pennsylvania Law
Advance Notice and Proxy Access Provisions
Notices of shareholder proposals and nominations for election of directors at the Companys annual meeting of shareholders may be made by
any shareholder entitled to vote only if written notice is given by the
7