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 3, 2011
Coach, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 1-16153 | 52-2242751 |
| (State of | (Commission File Number) | (IRS Employer |
| Incorporation) | | Identification No.) |
516 West 34th Street, 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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 3, 2011, Coach, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders. Stockholders were asked to vote with respect to four proposals. A total of 252,323,689 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 20,572,265 broker non-votes with respect to this proposal.
| Name | | Votes For | | Votes Withheld |
| Lew Frankfort | | 225,505,557 | | 6,245,867 |
| Susan Kropf | | 225,984,485 | | 5,766,939 |
| Gary Loveman | | 225,230,174 | | 6,521,250 |
| Ivan Menezes | | 226,336,582 | | 5,414,842 |
| Irene Miller | | 222,647,573 | | 9,103,851 |
| Michael Murphy | | 224,563,444 | | 7,187,980 |
| Jide Zeitlin | | 226,236,042 | | 5,515,382 |
Proposal Number 2 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2012:
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes |
| 248,001,629 | | 2,272,602 | | 2,049,458 | | 0 |
Proposal Number 3 – A non-binding advisory vote on executive compensation:
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes |
| 190,896,384 | | 37,851,353 | | 3,003,687 | | 20,572,265 |
Proposal Number 4 – A non-binding advisory vote on the frequency of future advisory votes on executive compensation:
| One Year | | Two Years | | Three Years | | Votes Abstaining | | Broker Non-votes |
| 204,233,840 | | 506,134 | | 24,514,681 | | 2,496,769 | | 20,572,265 |
In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Board of Directors has determined that the Company will hold future advisory votes on executive compensation annually.
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 3, 2011
| | COACH, INC. | |
| | | | |
| | By: | /s/ Todd Kahn | |
| | | Todd Kahn | |
| | | Executive Vice President, General Counsel and Secretary | |
| | | | |
