Other Information
−Removed: During the three months ended October 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “ no n-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended April 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “ no n-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K.
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, dated July 2, 2008).
3 unchanged sentences
By-Laws, as amended, of G-III (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, dated March 15, 2013).
−Removed: Performance Share Unit Agreement, dated August 9, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, dated August 10, 2023).
−Removed: Employment Agreement, dated August 9, 2023, between G-III Apparel Group, Ltd.
−Removed: and Morris Goldfarb (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, dated August 10, 2023).
−Removed: G-III Apparel Group, Ltd.
−Removed: 2015 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, dated August 10, 2023).
−Removed: Employment Agreement, dated August 29, 2023, between G-III Apparel Group, Ltd.
−Removed: and Sammy Aaron (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, dated August 30, 2023).
−Removed: G-III Apparel Group, Ltd.
−Removed: 2023 Long-Term Incentive Plan (incorporated by reference to Appendix A of the Company’s Schedule 14A, filed on September 11, 2023).
−Removed: Performance Share Unit Agreement, dated October 17, 2023 (filed herewith).
−Removed: Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to Rule 13a - 14(a) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as amended, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2023.
+Added: Form of Performance Share Unit Agreement for March 28, 2024 PSU awards (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, dated April 3, 2024).
+Added: Third Amended and Restated ABL Credit Agreement, dated as of June 4, 2024, among G-III Leather Fashions, Inc., Riviera Sun, Inc., AM Retail Group, Inc.
+Added: and The Donna Karan Company Store LLC, as Borrowers, the Loan Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, dated June 6, 2024).
+Added: Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to Rule 13a - 14(a) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as amended, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2024.
Certification by Neal S.
−Removed: Nackman, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to Rule 13a - 14(a) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as amended, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2023.
+Added: Nackman, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to Rule 13a - 14(a) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as amended, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2024.
Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2023.
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2024.
Certification by Neal S.
Nackman, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2023.
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2024.
iXBRL Instance Document.
5 unchanged sentences
Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: * Filed herewith.
** This certification is deemed furnished, and not filed, for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
+Added: + Indicates a management contract.
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.
G-III APPAREL GROUP, LTD.
−Removed: December 6, 2023
/s/ Morris Goldfarb
1 unchanged sentence
Chief Executive Officer
−Removed: December 6, 2023
Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.