Business Context and Reporting Period
This Form 8-K Current Report was filed by Coach, Inc. on August 2, 2012. The filing reports on corporate governance changes effective as of the filing date, specifically the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel and compensation arrangements.
Material Changes
The Board of Directors increased its size to eight members. Stephanie Tilenius was elected as a director and appointed to the Audit Committee, the Human Resources Committee, and the Governance and Nominations Committee.
Management Commentary and Compensation
Ms. Tilenius brings experience from Kleiner Perkins Caufield & Byers, Google, Inc., and eBay Inc. Her compensation package includes:
- Annual cash retainer: $60,000.
- Annual equity grant: Fair market value of $150,000 (50% stock options, 50% restricted stock units), vesting on the earlier of the next annual meeting or one year from the grant date.
- Initial equity award: Fair market value of $150,000 (50% stock options, 50% restricted stock units) granted on August 2, 2012, vesting one year from the grant date.
The filing states there are no undisclosed arrangements regarding her selection.
Investor Verification Checklist
- Confirm the effective date of Ms. Tilenius's board appointment and committee assignments.
- Verify the vesting schedule details for the initial and annual equity grants.
- Review the attached press release (Exhibit 99.1) for additional context on the appointment.