Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 29, 2023, the Board of Directors (the "Board") of Capri Holdings
Limited (the "Company") appointed Mahesh Madhavan to the Board and designated
him as a member of the Compensation and Talent Committee and the Governance,
Nominating and Corporate Social Responsibility Committee with effect from March
30, 2023. As of the date of Mr. Madhavan's appointment, the Company's Board will
again be comprised of eight directors. Mr. Madhavan will be a Class III director
and will be up for election at the 2023 annual meeting. If elected at the 2023
annual meeting, he will continue to serve as a Class III director until the
Company's annual meeting of shareholders in 2026 and until the election and
qualification of his successor in office.
There is no arrangement or understanding between Mr. Madhavan and any other
person pursuant to which he was selected as a director of the Company, and there
have been no transactions since the beginning of the Company's last fiscal year,
or that are currently proposed, that are required to be disclosed by Item 404(a)
of Regulation S-K.
In connection with Mr. Madhavan's appointment to the Board, and in accordance
with the Company's standard compensation arrangements for non-employee
directors, commencing in Fiscal 2024, which begins on April 2, 2023, Mr.
Madhavan will be entitled to (i) an annual cash retainer of $100,000, (ii) an
annual fee of $12,500 for each committee on which he serves and (iii) a grant of
restricted share units ("RSUs") pursuant to the Capri Holdings Limited Third
Amended and Restated Omnibus Incentive Plan with a grant date fair market value
of $50,000 to be made on April 3, 2023, which reflects Mr. Madhavan's pro rata
portion of the annual non-employee director equity grant through the Company's
next annual meeting of shareholders to be held in August 2023, and which will
vest at the annual meeting in 2023. In addition, like all non-employee
directors, Mr. Madhavan will be entitled to an annual equity grant of RSUs on
the date of the 2023 annual meeting with a fair market value on the date of
grant to be determined by the Compensation and Talent Committee at the time of
grant and which will be consistent with the value awarded to all other
non-employee directors. These RSUs will vest on the earlier of the first
anniversary of the date of grant and the date of the annual shareholder meeting
that occurs in the calendar year following the date of grant, and will vest pro
rata based on the number of days of service between the date of grant and the
termination date if Mr. Madhavan terminates service (other than for cause) prior
to the vesting date. In the event Mr. Madhavan's service terminates by reason of
death or disability, all outstanding RSUs shall vest on the date of such death
or disability.
Mr. Madhavan will also enter into the Company's standard form of directors' and
officers' indemnification agreement pursuant to which the Company agrees to
indemnify Mr. Madhavan to the fullest extent permitted by applicable law and,
subject to certain conditions to advance expenses, in connection with certain
proceedings and liabilities relating to claims made against Mr. Madhavan by
reason of him being a director of the Company as described in the form of
indemnification agreement which is incorporated by reference as Exhibit 10.2 to
the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 2022
(File No. 333-178282).
A copy of the press release announcing the foregoing is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
99.1 Capri Holdings Limited Press Release, dated March 29, 2023
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