Business Context and Reporting Period
This Form 8-K Current Report was filed by Capri Holdings Ltd on May 18, 2021. The filing addresses corporate governance changes regarding the Board of Directors, specifically the retirement of a director and the appointment of a new director effective June 1, 2021.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and governance matters rather than financial performance.
Material Changes
- Director Departure: M. William Benedetto expressed his intention not to stand for re-election at the 2021 Annual Meeting. His term will end on July 28, 2021. The filing states this retirement is not the result of any disagreement with the Company.
- Director Appointment: Marilyn Crouther was appointed to the Board of Directors, designated as a member of the Audit Committee and the Compensation and Talent Committee, effective June 1, 2021.
- Board Size Adjustment: The Board size will temporarily increase from eight to nine directors effective June 1, 2021, and decrease back to eight directors following the conclusion of the 2021 Annual Meeting.
Guidance, Outlook, and Compensation
The filing does not contain financial guidance, outlook, or management commentary on operations. However, it details the compensatory arrangements for the new director, Marilyn Crouther:
- Cash Retainer: $90,000 annually.
- Committee Fees: $12,500 annually for each committee served (Audit and Compensation and Talent).
- Equity Grant: Restricted Share Units (RSUs) with a grant date fair market value of $150,000, to be granted on the date of the 2021 Annual Meeting.
- Vesting Terms: RSUs vest on the earlier of the first anniversary of the grant date or the annual shareholder meeting in the following calendar year. Pro-rata vesting applies for termination other than for cause; full vesting applies in cases of death or disability.
Key Facts for Investor Verification
- Verify the exact date of the 2021 Annual Meeting to confirm the finalization of the Board composition.
- Confirm the grant date and fair market value of the RSUs awarded to Marilyn Crouther at the time of the Annual Meeting.
- Review the Company's proxy statement for the 2021 Annual Meeting to see if Ms. Crouther is listed as a nominee for election as a Class I director.
- Check subsequent filings to ensure the Board size reverts to eight directors as scheduled after the Annual Meeting.