Current Report Filing (8-k)
July 10 2018 - 6:46AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): July 10, 2018
Tapestry, Inc.
(Exact
name of registrant as specified in its charter)
Maryland
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1-16153
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52-2242751
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(State of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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10 Hudson Yards, New York, NY 10001
(Address
of principal executive offices) (Zip Code)
(212) 594-1850
(Registrant’s telephone number, including area
code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(d) On July 10, 2018, the Board of Directors (the “Board”) of Tapestry,
Inc. (“Tapestry” or the “Company”) increased the size of the Board to 11
members and elected Darrell Cavens as a director of the Company,
effective as of July 10, 2018.
In connection with Mr. Cavens’ appointment to the Board and in
accordance with the Company’s standard compensation arrangements for
non-employee directors, Mr. Cavens will be entitled to an annual cash
retainer of $90,000 as well as an annual equity grant with a grant date
fair market value of $150,000 made on the date of Tapestry’s annual
meeting of stockholders, with 50% of the value of the award made in the
form of stock options and 50% made in the form of restricted stock
units. These equity awards vest in full one year from the date of
grant, subject to the director’s continued service until that time. In
addition, Mr. Cavens will be granted an initial Tapestry equity award
with a grant date fair market value of $150,000 on July 10, 2018, with
50% of the value of the award made in the form of stock options and 50%
made in the form of restricted stock units. These initial grants will
vest on the one year anniversary of the grant date.
There are no arrangements or understandings between Mr. Cavens and any
other person pursuant to which he was selected as a director, and there
have been no transactions since the beginning of the Company’s last
fiscal year, or are currently proposed, regarding Mr. Cavens that are
required to be disclosed by Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
99.1 Press Release, dated July 10, 2018
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 10, 2018
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TAPESTRY, INC.
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By:
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/s/ Todd Kahn
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Todd Kahn
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President, Chief Administrative Officer &
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Secretary
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