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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

 

 

 

LOGO

CAPRI HOLDINGS LTD

(Exact Name of Registrant as Specified in its Charter)

 

 

 

British Virgin Islands   001-35368   Not applicable

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

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

Symbol(s)

 

Name of each exchange

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
SHARES
VOTED
     FOR      AGAINST      ABSTAIN      BROKER
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
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
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
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
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