Business Context and Reporting Period
This Form 8-K Current Report was filed by Tapestry, Inc. on February 29, 2024. The filing primarily addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of new directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on director appointments and associated compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors increased its size from nine to eleven members.
- New Appointments: Kevin Hourican and David Elkins were elected as directors effective February 29, 2024.
- Committee Assignments: Mr. Hourican was appointed to the Human Resources Committee, and Mr. Elkins was appointed to the Audit Committee.
Compensation and Governance Details
In accordance with standard compensation arrangements for non-employee directors, the new appointees received the following:
- Annual Cash Retainer: $100,000 per director.
- Initial Equity Grant (Feb 29, 2024): Fair market value of $170,000 per director, split 50% stock options and 50% restricted stock units (RSUs). These vest one year from the grant date.
- Future Annual Equity Grant: A grant date fair market value of $170,000 to be awarded on the date of the annual meeting of stockholders, with the same 50/50 split and one-year vesting schedule.
The filing states there are no undisclosed arrangements or transactions regarding these directors required by Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the biographies and qualifications of Kevin Hourican and David Elkins in the attached press release (Exhibit 99.1).
- Confirm the impact of the Board expansion on the composition of the Audit and Human Resources Committees.
- Review the company's proxy statement for details on the upcoming annual meeting where the next equity grants will be issued.