Capri Holdings Ltd. 8-K Summary
Business Context and Reporting Period
This Form 8-K reports the results of the 2019 Annual Meeting of Shareholders held on August 1, 2019. The filing details the voting outcomes for four proposals submitted to security holders of Capri Holdings Ltd.
Key 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 corporate governance voting results.
Material Changes and Voting Results
A total of 121,755,776 ordinary shares were present at the meeting, representing 80.66% of total shares outstanding. The following proposals were approved:
- Proposal 1 (Election of Directors): Judy Gibbons and Jane Thompson were elected as Class II directors. Both received over 113 million votes in favor.
- Proposal 2 (Ratification of Auditors): Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending March 28, 2020, with 121,249,846 votes in favor.
- Proposal 3 (Say on Pay): Executive compensation was approved on a non-binding advisory basis with 93,507,179 votes in favor.
- Proposal 4 (Say on Frequency): Shareholders voted to hold advisory votes on executive compensation annually. The one-year frequency option received 112,097,204 votes.
Guidance, Outlook, and Management Commentary
Based on the voting results for Proposal 4, the Board of Directors determined to continue providing shareholders with an annual advisory vote on executive compensation until the next vote on the frequency of such advisory votes. No financial guidance or risk contingencies were disclosed in this filing.
Key Facts for Investor Verification
- Shareholder participation was high, with 80.66% of outstanding shares present at the meeting.
- Ernst & Young LLP remains the independent auditor for the fiscal year ending March 28, 2020.
- The Board has committed to an annual "Say on Pay" frequency based on shareholder preference.
- Two new Class II directors, Judy Gibbons and Jane Thompson, were elected to serve until the 2022 annual meeting.