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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 7, 2008
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COACH, INC.
(Exact name of registrant as specified in its charter)
Maryland 001-16153 52-2242751
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
516 West 34th Street
New York, NY 10001
(Address of principal executive offices and Zip Code)
(212) 594-1850
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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 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))
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On and effective February 7, 2008, the Board of Directors of Coach,
Inc., referred to herein as the Company, amended and restated the Company's
Bylaws. The following is a summary of changes effected by adoption of the
Amended and Restated Bylaws, which is qualified in its entirety by reference to
the Amended and Restated Bylaws filed as Exhibit 3.1 hereto.
GENERAL
In addition to the amendments described below, the Amended and Restated
Bylaws include certain changes to (1) clarify language, (2) comply or be
consistent with Maryland law and New York Stock Exchange listing requirements,
and (3) make various technical corrections and non-substantive changes.
The Amended and Restated Bylaws are referred to herein as the amended
Bylaws. The Bylaws as previously in effect are referred to herein as the former
Bylaws.
ARTICLE II. MEETINGS OF STOCKHOLDERS.
Location of stockholder meetings. The former Bylaws provided for
stockholders meetings to be held at the principal office of the Company or as
stated in the notice of the meeting. The amended Bylaws clarify that meetings of
stockholders will be held at the principal executive office of the Company or at
such other place as set by the Board of Directors and stated in the notice of
the meeting.
Procedures governing stockholder requested special meetings. The
amended Bylaws clarify that a duly authorized agent of a stockholder may act on
behalf of a stockholder by signing and delivering certain notices and requests
for a special meeting of stockholders. The amended Bylaws shorten the timeframe
for setting a record date for determining stockholders entitled to request a
special meeting. The amended Bylaws consolidate certain provisions concerning
procedures for verifying the validity of special meeting requests. The former
Bylaws required payment of the expenses of preparing and mailing the proxy
materials within 20 days of notification by the Secretary. The amended Bylaws
provide more flexibility by requiring receipt of payment of expenses prior to
the mailing of the notice of the special meeting. The amended Bylaws increase
the timeframe in which a stockholder requested meeting must be held from 60 days
to 90 days from the record date for the meeting and sets the default meeting
date at 90 days from the record date for the meeting. The amended Bylaws also
simplify the timing for the meeting record date. The amended Bylaws clarify that
the Board of Directors may revoke the notice of any stockholder requested
meeting in the event that the requesting stockholders fail to pay the cost of
preparing and mailing the meeting's proxy materials.
Notice of stockholders meetings. The amended Bylaws clarify that minor
irregularities in providing notice of a stockholders meeting will not affect the
validity of any meeting fixed in accordance with the Bylaws. Additionally, the
amended Bylaws clarify that cancellation or postponement of a stockholders
meeting may be made by public announcement.
Organization and conduct of stockholder meetings. The amended Bylaws
expand the list of the rules, regulations and procedures that may be established
by the chairman of the meeting to include, among other things: (a) determining
when the polls should be opened and closed; (b) removing any person who refuses
to comply with the meeting procedures; and (c) complying with any state or local
laws and regulations concerning safety and security.
Stockholder proxies. The amended Bylaws allow for authorization of
proxies in any manner permitted by law.
Inspectors of election. The amended Bylaws clarify the duties of an
inspector at a stockholders meeting.
Advance notice of stockholder nominations and proposals of other
business. The former Bylaws provided for advance notice of stockholder proposals
for nominees for director and for other business at an annual meeting of
stockholders 90 to 120 days before the first anniversary of the date of mailing
of the notice for the preceding year's annual meeting. The amended Bylaws
provide that such advance notice shall be delivered to the Secretary at the
principal executive office of the Company not earlier than the 150th day prior
to the first anniversary of the date of proxy statement for the preceding year's
annual meeting nor later than 5:00 p.m., Eastern Time, on the 120th day prior to
the first anniversary of the date of the proxy statement for the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is advanced or delayed by more than 30 days from the first
anniversary of the date of the preceding year's annual meeting, notice by the
stockholder to be timely must be so delivered not earlier than the 150th day
prior to the date of such annual meeting and not later than 5:00 p.m., Eastern
Time, on the later of the 120th day prior to the date of such annual meeting or
the tenth day following the day on which public announcement of the date of such
meeting is first made.
Additionally, the amended Bylaws (a) expand the information required to
be provided by the stockholder making a proposal, including information about
persons controlling, or acting in concert with, such stockholder and information
about any hedging activities engaged in by them, and (b) establish procedures
for the verification of information provided by the stockholder making the
proposal.
The amended Bylaws also provide that, notwithstanding anything in the
advance notice provisions to the contrary, in the event that the number of
directors to be elected to the Board of Directors is increased and there is no
public announcement of such action at least 130 days prior to the first
anniversary of the date of the proxy statement for the preceding year's annual
meeting, a stockholder's notice required by the advance notice provisions shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive office of the Company not later than 5:00 p.m., Eastern
Time, on the tenth day following the day on which such public announcement is
first made by the Company.
ARTICLE III. DIRECTORS.
Regular meetings. The amended Bylaws provide that directors may be
provided notice of regular meetings of the Board of Directors by resolution.
Voting. The former Bylaws provided that, in the event enough directors
withdrew from a meeting to leave less than a quorum, the action of a majority of
the directors still present would be the action of the Board of Directors. The
amended Bylaws provide that, in the event enough directors withdraw from a
meeting to leave less than a quorum, a majority of that number of directors
necessary to constitute a quorum at such meeting is required for the Board of
Directors to take action.
Unanimous consent of directors in lieu of a meeting. The amended Bylaws
provide that, in accordance with the Maryland General Corporation Law, unanimous
consents in lieu of a meeting of the Board may be given by electronic
transmission, as well as in writing.
Vacancies on the Board of Directors. The Maryland General Corporation
Law requires a minimum of one director. The amended Bylaws remove reference to
the powers of the directors if fewer than three directors remain.
Reliance. The Maryland General Corporation Law provides that each
director, in performing his or her duties, may rely on information from others,
including officers, employees, lawyers, certified public accountants and
committees of the Board of Directors. The amended Bylaws conform the provision
regarding reliance on others to more closely track the statute.
Ratification. The amended Bylaws clarify that, in general, the Board of
Directors or stockholders may ratify prior actions of the Corporation or its
officers.
Emergency. The amended Bylaws provide for procedures in the event of a
catastrophic event, including notice to directors and quorum for meetings of
directors.
ARTICLE IV. COMMITTEES.
Meetings. The amended Bylaws provide for the appointment of members of
a committee of the Board of Directors in the event of an absence of any member
of the committee.
ARTICLE V. OFFICERS.
Bonds. The amended Bylaws remove outdated provisions concerning the
giving of bonds by certain officers of the Company.
ARTICLE VII. STOCK.
Certificates. Consistent with the New York Stock Exchange's requirement
that all listed securities be eligible to participate in the Direct Registration
System, the amended Bylaws clarify that the Company may issue some or all of the
shares of the Company's stock without certificates and update provisions related
to uncertificated shares.
Record Date. The amended Bylaws remove reference to closing of the
Company's transfer books. Such provisions are generally never used by a publicly
traded company.
STOCKHOLDER NOMINATIONS AND PROPOSALS FOR 2008 ANNUAL MEETING
As a result of the amendment to the advance notice provisions described
above, a stockholder nomination or proposal intended to be considered at the
Company's 2008 Annual Meeting of Stockholders must be received by the Secretary
after May 1, 2008, and prior to 5:00 p.m., Eastern Time, on May 31, 2008.
Nominations or proposals should be mailed to Coach, Inc., to the attention of
Coach's Secretary, Todd Kahn, 516 West 34th Street, New York, New York 10001.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibit is filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBITS
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3.1 Amended and Restated Bylaws of Coach, Inc., as adopted on
February 7, 2008.
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.
Date: February 13, 2008 COACH, INC.
By: /s/ Todd Kahn
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Name: Todd Kahn
Title: SVP, General Counsel