Current Report Filing (8-k)
November 08 2018 - 5:02PM
Edgar (US Regulatory)
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): November 8, 2018
Tapestry, Inc.
(Exact
name of registrant as specified in its charter)
Maryland
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1-16153
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52-2242751
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(State of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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10 Hudson Yards, New York, NY
10001
(Address
of principal executive offices) (Zip Code)
(212) 594-1850
(Registrant’s
telephone number, including area code)
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:
⃞
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))
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.
At the 2018 Annual Meeting of Stockholders
(the “2018 Annual Meeting”) of Tapestry, Inc. (the “Company”) held on
November 8, 2018, the Company’s stockholders, upon the recommendation of
the Board of Directors (the “Board”), approved the Tapestry, Inc. 2018
Stock Incentive Plan (the “2018 Stock Incentive Plan”), which was
previously adopted by the Board, subject to approval by the Company’s
stockholders. The 2018 Stock Incentive Plan will replace Company’s prior
plan, the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan
(Amended and Restated as of September 29, 2018) (the “2010 Incentive
Plan”). The 2018 Stock Incentive Plan will not affect awards
outstanding under the 2010 Stock Incentive Plan, which will remain
outstanding in accordance with their terms; however, no further grants
will be made under the 2010 Stock Incentive Plan. The 2018 Stock
Incentive Plan will expire on September 19, 2028. The 2018 Stock
Incentive Plan (i) authorizes 23,998,639 shares of Tapestry’s common
stock for issuance, consisting of 10,500,000 new shares and 13,498,639
shares previously reserved under the 2010 Incentive Plan that are not
subject to outstanding awards, (ii) provides that any equity-based
awards granted to any outside director under the 2018 Stock Incentive
Plan in respect of any fiscal year of the Company, plus any cash based
compensation granted to any outside director under the 2018 Stock
Incentive Plan or otherwise in respect of any fiscal year of the Company
in each case, solely with respect to his or her service on the Board may
not exceed $800,000 based on the aggregate fair market value of any
equity awards plus the aggregate value of any cash based compensation,
and (iii) in light of the repeal of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “Code”), eliminates certain
provisions intended to satisfy the performance-based compensation of
162(m) that remain in the 2010 Incentive Plan.
A more detailed summary of the 2018 Stock
Incentive Plan and can be found in the Company’s Proxy Statement for the
2018 Annual Meeting filed with the U.S. Securities and Exchange
Commission on September 28, 2018 (the “Proxy Statement”). The foregoing
and the summary in the Proxy Statement are not complete summaries of the
terms of the 2018 Stock Incentive Plan and are qualified by reference to
the text of the 2018 Stock Incentive Plan, which is filed as Appendix B
to the Proxy Statement and incorporated by reference as Exhibit 10.1 to
the Company’s Quarterly Report on Form 10-Q for the Quarter ended
September 29, 2018, which was filed with the SEC on November 8, 2018.
Item 5.07 Submission of Matters to a
Vote of Security Holders.
On November 8, 2018, the Company held its
2018 Annual Meeting of Stockholders. Stockholders were asked to vote
with respect to four proposals. A total of 259,149,270 votes were cast
as follows:
Proposal Number 1 – Election of
Directors:
Each of the
candidates listed received the number of votes set forth next to his/her
respective name. In addition, there were 24,014,869 broker non-votes
for each candidate with respect to this proposal.
Name
|
Votes For
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Votes Against
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Votes Abstaining
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Darrell Cavens
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233,118,011
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1,296,703
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719,687
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David Denton
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233,734,590
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678,302
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721,509
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Anne Gates
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233,098,413
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1,316,720
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719,268
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Andrea Guerra
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233,741,432
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673,688
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719,281
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Susan Kropf
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229,516,386
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4,895,519
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722,496
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Annabelle Yu Long
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232,566,440
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1,848,015
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719,946
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Victor Luis
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233,500,636
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908,175
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725,590
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Ivan Menezes
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231,040,541
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3,369,055
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724,805
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Jide Zeitlin
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230,754,912
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3,653,829
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725,660
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Proposal Number 2 – Ratification of the
appointment of Deloitte & Touche LLP as the Company’s independent
registered public accounting firm for fiscal year 2019:
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-votes
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253,778,954
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4,543,005
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827,311
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0
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Proposal Number 3 – Approval, on a
non-binding advisory basis, of the Company’s executive compensation as
disclosed in the Proxy Statement for the 2018 Annual Meeting:
Votes For
|
Votes Against
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Votes Abstaining
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Broker Non-votes
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227,242,975
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6,134,155
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1,757,271
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24,014,869
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Proposal Number 4 – Approval of the
Tapestry, Inc. 2018 Stock Incentive Plan:
Votes For
|
Votes Against
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Votes Abstaining
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Broker Non-votes
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201,884,754
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32,515,070
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734,577
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24,014,869
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SIGNATURE
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.
Dated: November 8, 2018
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Tapestry, Inc.
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By:
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/s/ Todd Kahn
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Todd Kahn
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President, Chief Administrative Officer, Chief
Legal Officer & Secretary
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