UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 2021
Tapestry, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
| | 001-16153
| | 52-2242751
|
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
10 Hudson Yards, New York, New York 10001
(Address of Principal Executive Offices, and Zip Code)
(212) 946-8400
(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 (see General Instruction A.2. below):
☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication 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 |
Common Stock, $0.01 par value
| TPR
| 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
(d) On August 31, 2021, the Board of Directors (the “Board”) of Tapestry, Inc. (“Tapestry” or the ‘Company”) appointed Johanna “Hanneke” W. Faber to the Board. Ms. Faber’s appointment to the Board was reported under Item 5.02 on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2021 (the “Initial 8-K”); such disclosure is incorporated herein by reference in its entirety. At the time of the filing of the Initial 8-K with the SEC, Ms. Faber’s Board committee assignment had not been determined. On November 3, 2021, the Board appointed Ms. Faber to the Audit Committee of the Board.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 3, 2021, the Company held its Annual Meeting. Stockholders were asked to vote with respect to four proposals. A total of -251,752,075 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 24,194,406 broker non-votes for each candidate with respect to this proposal.
| Name | Votes For | Votes Against | Votes Abstaining |
| John P. Bilbrey | 224,487,761 | 2,519,106 | 550,802 |
| Darrell Cavens | 225,417,472 | 1,585,508 | 554,689 |
| Joanne Crevoiserat | 226,437,130 | 576,073 | 544,466 |
| David Denton | 223,409,417 | 3,598,407 | 549,845 |
| Johanna (Hanneke) Faber | 226,433,677 | 496,729 | 627,263 |
| Anne Gates | 225,706,213 | 1,224,365 | 627,091 |
| Thomas Greco | 226,372,170 | 555,053 | 630,446 |
| Pamela Lifford | 226,092,027 | 843,334 | 622,308 |
| Annabelle Yu Long | 225,865,624 | 1,142,986 | 549,059 |
| Ivan Menezes | 221,645,773 | 5,359,079 | 552,817 |
Proposal Number 2 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending July 2, 2022:
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes |
| 249,046,355 | | 1,813,884 | | 891,836 | | 0 |
Proposal Number 3 – Approval, on a non-binding advisory basis, of the Company’s executive compensation as discussed and described in the Proxy Statement for the 2021 Annual Meeting:
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes |
| 215,527,651 | | 11,241,422 | | 788,596 | | 24,194,406 |
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 5, 2021
| | |
| | |
| Tapestry, Inc. |
| | |
| By:
| /s/ David E. Howard
| |
| | David E. Howard
|
| | General Counsel & Secretary
|
