Current Report Filing (8-k)
07 Diciembre 2017 - 5:46AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): December 5, 2017
Tapestry, Inc.
(Exact
name of registrant as specified in its charter)
Maryland
|
1-16153
|
52-2242751
|
(State of
Incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
10 Hudson Yards, New York, NY 10001
(Address of principal
executive offices) (Zip Code)
(212) 594-1850
(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:
⃞
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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 December 5, 2017, the Board of Directors (the “Board”) of
Tapestry, Inc. (“Tapestry” or the “Company”) increased the size of the
Board to 10 members and elected each of Doreen Toben and Anne Gates as a
director of the Company, effective as of December 5, 2017.
In connection with each of Ms. Toben’s and Ms. Gates’ appointment to the
Board and in accordance with the Company’s standard compensation
arrangements for non-employee directors, each of Ms. Toben and Ms.
Gates 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 will vest in
full one year from the date of grant, subject to the director’s
continued service until that time. In addition, each of Ms. Toben and
Ms. Gates will be granted an initial Tapestry equity award with a grant
date fair market value of $150,000 on December 5, 2017, 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 between Ms. Toben or Ms.
Gates 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.
Gates that are required to be disclosed by Item 404(a) of Regulation
S-K.
Ms. Toben served as a director of Kate Spade from 2009 until Kate Spade
was acquired by the Company on July 11, 2017 (the
“Acquisition”). Pursuant to the terms of the Acquisition, deferred
compensation units held by Kate Spade directors (including Ms. Toben)
under the Kate Spade deferred compensation plan for directors were
converted to cash at the merger price of $18.50 per share, and, along
with any deferred cash compensation held in the plan, will be paid by
the Company through fiscal year 2027. There are no performance or
service conditions associated with these payments and they will not be
impacted by Ms. Toben’s position as a director on the Tapestry
Board. The Company expects to pay Ms. Toben a total of approximately
$1.6 million under this plan from fiscal year 2018 through fiscal year
2027. There have been no other transactions since the beginning of the
Company’s last fiscal year, or that are currently proposed, regarding
Ms. Toben that are required to be disclosed by Item 404(a) of Regulation
S-K.
A copy of the press release announcing the appointments 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, dated December 7, 2017
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: December 7, 2017
|
|
|
TAPESTRY, INC.
|
|
|
|
|
By:
|
/s/ Nancy Axilrod
|
|
|
Nancy Axilrod
|
|
|
General Counsel and Assistant Secretary
|
EXHIBIT INDEX
Tapestry (NYSE:TPR)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
Tapestry (NYSE:TPR)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024