Business Context and Reporting Period
This Form 8-K Current Report was filed by Tapestry, Inc. on December 9, 2020. The report discloses 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. The document focuses exclusively on director appointments and associated compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors increased its size to ten members.
- New Appointments: Thomas Greco and Pamela Lifford were elected as directors effective December 9, 2020.
- Committee Assignments: Mr. Greco was appointed to the Audit Committee, and Ms. Lifford was appointed to the Human Resources Committee.
Compensation and Governance Details
In accordance with standard compensation arrangements for non-employee directors, the new appointees received the following:
- Annual Cash Retainer: $90,000 per director.
- Annual Equity Award: A grant date fair market value of $150,000, to be made on the date of the annual meeting of stockholders. This award consists of 50% stock options and 50% restricted stock units (RSUs), vesting in full one year from the grant date.
- Initial Equity Award: An immediate grant with a fair market value of $150,000 on December 9, 2020, structured as 50% stock options and 50% RSUs. These initial grants vest on the one-year anniversary of the grant date.
The filing states there are no undisclosed arrangements or understandings regarding the selection of these directors.
Investor Verification Checklist
- Verify the biographical backgrounds and qualifications of Thomas Greco and Pamela Lifford.
- Review the attached Press Release (Exhibit 99.1) for additional context on the appointments.
- Confirm the impact of the new board composition on the Audit and Human Resources Committees.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.