Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) OnApril 14, 2020 , the Board of Directors (the "Board") ofTapestry, Inc. ("Tapestry" or the "Company") increased the size of the Board to eight members and electedJohn P. Bilbrey as a director of the Company, effective as ofApril 14, 2020 . In connection withMr. Bilbrey's appointment to the Board and in accordance with the Company's standard compensation arrangements for non-employee directors,Mr. Bilbrey will be entitled to an annual cash retainer of$90,000 as well as an annual equity grant with a grant date fair market value of$150,000 made on the date of Tapestry's annual meeting of stockholders, with 50% of the value of the award made in the form of stock options and 50% made in the form of restricted stock units. These equity awards vest in full one year from the date of grant, subject to the director's continued service until that time. In addition,Mr. Bilbrey will be granted an initial Tapestry equity award with a grant date fair market value of$150,000 onApril 14, 2020 , with 50% of the value of the award made in the form of stock options and 50% made in the form of restricted stock units. These initial grants will vest on the one year anniversary of the grant date. There are no arrangements or understandings betweenMr. Bilbrey and any other person pursuant to which he 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, regardingMr. Bilbrey that are required to be disclosed by Item 404(a) of Regulation S-K. A copy of the press release announcing the appointment 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. 99.1 Press Release, datedApril 14, 2020 --------------------------------------------------------------------------------
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