8-K
Capri Holdings Ltd (CPRI)
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): September 23, 2020
CAPRI HOLDINGS LTD
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | 001-35368 | Not applicable |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
33 Kingsway
London, United Kingdom
WC2B 6UF
(Address of principal executive offices)
44 207 632 8600
(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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Ordinary Shares, no par value | CPRI | 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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
|---|
At the 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) of Capri Holdings Limited (the “Company”) held on September 23, 2020, shareholders were asked to vote with respect to the four proposals listed below. A total of 124,759,061 ordinary shares were present at the meeting (representing 83.00% of the total shares outstanding on the record date), and the votes were cast as follows:
Proposal No. 1 (Election of Directors) – The appointment of three Class III directors to serve until the 2023 annual meeting of shareholders and until the election and qualification of their respective successors in office was approved by the number of votes set forth below:
| NAME | NUMBER OF<br>SHARES<br>VOTED | FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTES | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| John D. Idol | 116,496,004 | 111,596,152 | 4,635,773 | 264,079 | 8,263,057 | |||||
| Robin Freestone | 116,496,004 | 113,668,423 | 2,356,198 | 471,383 | 8,263,057 | |||||
| Ann Korologos | 116,496,004 | 112,768,642 | 3,256,546 | 470,816 | 8,263,057 |
Proposal No. 2 (Ratification of Independent Registered Public Accounting Firm) – The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 27, 2021 was approved by the number of votes set forth below:
| NUMBER OF SHARES VOTED | FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTES | ||||
|---|---|---|---|---|---|---|---|---|
| 124,759,061 | 124,279,526 | 390,508 | 89,027 | 0 |
Proposal No. 3 (Say on Pay) – The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, by the number of votes set forth below:
| NUMBER OF SHARES VOTED | FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTES | ||||
|---|---|---|---|---|---|---|---|---|
| 116,496,004 | 97,613,752 | 18,394,354 | 487,898 | 8,263,057 |
Proposal No. 4 (Amended Incentive Plan) – The Amended Incentive Plan was approved by the number of votes set forth below:
| NUMBER OF SHARES VOTED | FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTES | ||||
|---|---|---|---|---|---|---|---|---|
| 116,496,004 | 112,765,569 | 3,664,089 | 66,346 | 8,263,057 | ||||
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. | |||||||
| --- | --- |
(d) Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 10.1 | Capri Holdings Limited Second Amended and Restated Omnibus Incentive Plan (incorporated by reference to Annex A to the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on July 22, 2020). |
| 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.
| CAPRI HOLDINGS LIMITED | ||
|---|---|---|
| Date: September 25, 2020 | By: | /s/ Krista A. McDonough |
| Name: | Krista A. McDonough | |
| Title: | Senior Vice President, General Counsel and Chief Sustainability Officer |