CAPRI HOLDINGS LTD0001530721false00015307212021-07-282021-07-28

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): July 28, 2021
  
(Exact name of Registrant as Specified in its Charter)
 
001-35368
(Commission File Number)
British Virgin Islands N/A
(State or other jurisdiction
of incorporation)
 (I.R.S. 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 ClassTrading Symbol(s)Name of Each Exchange on which Registered
Ordinary Shares, no par valueCPRINew 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 5.02    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”) of Capri Holdings Limited (the “Company”) held on July 28, 2021, shareholders were asked to vote with respect to the three proposals listed below. A total of 132,275,275 ordinary shares were present at the meeting (representing 87.4% 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 I directors to serve until the 2024 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:

NAMENUMBER OF SHARES VOTEDFORAGAINSTABSTAINBROKER NON-VOTES
Marilyn Crouther
124,959,428
124,700,069216,21843,1417,315,847
Stephen Reitman
124,959,428
123,249,382
1,667,66742,3797,315,847
Jean Tomlin
124,959,428
123,369,0791,547,30443,0457,315,847

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 April 2, 2022 was approved by the number of votes set forth below:

NUMBER OF SHARES VOTEDFORAGAINSTABSTAINBROKER NON-VOTES
132,275,275132,194,24828,44552,5820
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 VOTEDFORAGAINSTABSTAINBROKER NON-VOTES
124,959,428119,704,1455,181,68373,6007,315,847









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: July 28, 2021
By:/s/ Krista A. McDonough
Name: Krista A. McDonough
Title:Senior Vice President, General Counsel & Chief Sustainability Officer