(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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on which Registered
iOrdinary
Shares, no par value
iCPRI
iNew York Stock Exchange
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
i☐
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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At
the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) of Capri Holdings Limited (the “Company”) held on August 3, 2022, shareholders were asked to vote with respect to the four proposals listed below. A total of 123,500,660 ordinary shares were present at the meeting (representing 86.47% of the total shares outstanding on the record date), and the votes were cast as follows:
Proposal No. 1 (Election of Directors) – The appointment of two Class II directors to serve until the 2025 annual meeting of shareholders and until the election and qualification of their respective successors in office was approved by the number of votes set forth below:
NAME
NUMBER
OF SHARES VOTED
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Judy Gibbons
117,202,862
114,844,234
2,262,375
96,253
6,297,798
Jane
Thompson
117,202,862
114,493,940
2,613,653
95,269
6,297,798
Proposal No. 2 (Ratification of Independent Registered Public Accounting Firm) – The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 1, 2023 was approved by the number of votes set forth
below:
NUMBER OF SHARES VOTED
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
123,500,660
122,734,704
670,666
95,290
0
Proposal No. 3 (Say on Pay) – The compensation of the Company’s named executive officers was approved,
on a non-binding advisory basis, by the number of votes set forth below:
NUMBER OF SHARES VOTED
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
117,202,862
112,130,042
4,873,775
199,045
6,297,798
Proposal No. 4 (Third Amended and Restated Omnibus Incentive Plan) – The Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan was approved by the number of votes set
forth below:
NUMBER OF SHARES VOTED
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
117,202,862
114,261,750
2,811,698
129,414
6,297,798
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.
