Business Context and Reporting Period
This Form 8-K Current Report was filed by Tapestry, Inc. on August 9, 2018. The filing primarily addresses corporate governance changes, specifically the appointment of a new principal accounting officer and the approval of a new executive compensation plan.
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 appointments and compensation plan details.
Material Changes
- Executive Appointment: Brian Satenstein was appointed as Vice President, Controller, and principal accounting officer, effective August 17, 2018. He previously served as Vice President & Assistant Controller since March 2018.
- Compensation Plan Update: The Board approved the Tapestry, Inc. 2018 Performance-Based Annual Incentive Plan (2018 AIP), replacing the Coach, Inc. 2013 plan to align with the repeal of the performance-based compensation exception under Section 162(m) of the Internal Revenue Code.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. It details the compensation structure for the new Controller and the parameters of the new incentive plan:
- Mr. Satenstein's Compensation: Annual base salary of $285,000 with a target bonus of 40% of base salary (range 0-200%). He is eligible for an annual equity grant in 2018 with a minimum value of $200,000.
- 2018 AIP Parameters: The plan allows for cash bonuses tied to performance goals. The maximum bonus payable to any single participant for a fiscal year is capped at $6,000,000.
Investor Verification Checklist
- Verify the full text of the 2018 Performance-Based Annual Incentive Plan filed as Exhibit 10.1.
- Confirm the effective date of Brian Satenstein's new role (August 17, 2018).
- Review the specific performance criteria for the 2018 AIP, which are determined by the Human Resources Committee and not detailed in this summary.