Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On November 5, 2020, the Board of Directors (the "Board") of Tapestry, Inc.
("Tapestry" or the 'Company") increased the size of the Board to eight members
and elected Joanne Crevoiserat, the Company's Chief Executive Officer, as a
director of the Board, effective November 5, 2020.
There are no arrangements or understandings between Ms. Crevoiserat and any
other person pursuant to which she was selected as a director, and there have
been no transactions since the beginning of the Company's last fiscal year, or
are currently proposed, regarding Ms. Crevoiserat that are required to be
disclosed by Item 404(a) of Regulation S-K.
(e) At the 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting") of
Tapestry, Inc. (the "Company") held on November 5, 2020, the Company's
stockholders, upon the recommendation of the Board of Directors (the "Board"),
approved the Second Amended and Restated Tapestry, Inc. 2018 Stock Incentive
Plan (the "Plan"), which was previously adopted by the Board, subject to
approval by the Company's stockholders. The Plan (i) authorizes 13,500,000
additional shares of Tapestry's common stock for issuance, (ii) simplifies the
share counting provisions under the Plan.
A more detailed summary of the Plan can be found in the Company's Proxy
Statement for the 2020 Annual Meeting filed with the U.S. Securities and
Exchange Commission on September 25, 2020 (the "Proxy Statement"). The foregoing
and the summary in the Proxy Statement are not complete summaries of the terms
of the Plan and are qualified by reference to the text of the Plan, which is
filed as Appendix B to the Proxy Statement and incorporated by reference as
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the Quarter
ended September 26, 2020, which was filed with the SEC on November 4, 2020.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 5, 2020, the Company held its 2020 Annual Meeting of Stockholders.
Stockholders were asked to vote with respect to four proposals. A total of
241,681,675 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 29,429,304 broker non-votes for each candidate with respect
to this proposal.
Name Votes For Votes Against Votes Abstaining
John P. Bilbrey 208,853,309 2,428,050 971,012
Darrell Cavens 202,077,966 9,213,160 961,245
David Denton 200,810,687 10,485,913 955,771
Anne Gates 209,295,184 2,020,197 936,990
Susan Kropf 200,849,856 10,172,325 1,230,190
Annabelle Yu Long 208,519,970 2,788,134 944,267
Ivan Menezes 197,289,019 13,923,673 1,039,679
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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 3, 2021:
Votes For Votes Against Votes Abstaining Broker Non-votes
235,748,889 3,685,935 2,246,851 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
2020 Annual Meeting:
Votes For Votes Against Votes Abstaining Broker Non-votes
173,051,574 37,898,279 1,302,518 29,429,304
Proposal Number 4 - Approval of the Second Amended and Restated Tapestry, Inc.
2018 Stock Incentive Plan:
Votes For Votes Against Votes Abstaining Broker Non-votes
134,565,557 75,464,814 2,222,000 29,429,304
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