-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GlfoMwpBnHhMRRw44497ore2DB//Vdnyih3nVQqnNB/CyFO1jYbU+4+Vs5Jac8WJ 3ZSVnlRn6ifgOlg+s31tZw== 0001157523-08-002188.txt : 20080312 0001157523-08-002188.hdr.sgml : 20080312 20080312161521 ACCESSION NUMBER: 0001157523-08-002188 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080311 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080312 DATE AS OF CHANGE: 20080312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COACH INC CENTRAL INDEX KEY: 0001116132 STANDARD INDUSTRIAL CLASSIFICATION: LEATHER & LEATHER PRODUCTS [3100] IRS NUMBER: 522242751 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16153 FILM NUMBER: 08683754 BUSINESS ADDRESS: STREET 1: 516 WEST 34TH ST CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2125941850 MAIL ADDRESS: STREET 1: 516 WEST 34TH ST CITY: NEW YORK STATE: NY ZIP: 10001 8-K 1 a5632347.htm COACH, INC. 8-K

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): March 11, 2008

Coach, Inc.

(Exact name of registrant as specified in its charter)

Maryland

 

1-16153

 

52-2242751

(State of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

516 West 34th Street, 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))


Item 1.01:   Entry into a Material Definitive Agreement.

On March 11, 2008, Coach, Inc. ("Coach" or the "Company") entered into a three-year extension to the employment agreement of Reed Krakoff, President and Executive Creative Director. This amendment extends the term of Mr. Krakoff’s employment agreement from August 2011 through June 2014.

Mr. Krakoff’s extended agreement provides for an initial base salary (beginning June 29, 2008) of $2,500,000 per year, to be increased by not less than 5% at the beginning of each subsequent fiscal year, with an initial maximum bonus pursuant to Coach’s Performance-Based Annual Incentive Plan equal to 200% of his annual base salary.

Under his agreement extension, Mr. Krakoff is entitled to receive an extension signing bonus payable as follows: $3,500,000 if he remains employed with Coach through June 28, 2008, $3,500,000 if he remains employed through June 26, 2009, and $3,000,000 if he remains employed through July 3, 2010. If, prior to July 2, 2011, Mr. Krakoff is terminated by the Company for "Cause" (as defined in his existing employment agreement) or resigns his employment with the Company other than for "Good Reason" (as defined in his existing employment agreement), he would be required to repay the full amount of all extension-signing bonuses previously paid to him. If, during the period beginning on July 3, 2011 and ending on June 28, 2014, he is terminated for "Cause" or resigns his employment other than for "Good Reason", he would be required to repay a portion of these bonuses equal to the product of (x) $10 million and (y) the ratio of (i) the number of days that have expired between July 3, 2011 and the date of his termination of employment and (ii) 1092.

Subject to his continued employment with Coach, Mr. Krakoff will receive service bonuses of $1,101,475 if he remains employed with Coach through June 30, 2012, $1,101,475 if he remains employed through June 29, 2013, and $3,202,950 if he remains employed through June 28, 2014. He will be eligible to receive additional bonuses of up to $2,188,000 in each of fiscal years 2012 and 2013 and up to $4,376,000 in fiscal year 2014 based on Coach’s attaining pre-set financial or other operating criteria determined by Coach’s Board of Directors in its discretion in accordance with Section 162(m) of the United States Internal Revenue Code of 1986 (the "Code"). Subject to certain exceptions, if Mr. Krakoff is terminated by the Company without "Cause" or resigns his employment for "Good Reason", he would remain eligible to continue to receive these bonuses after the termination date.

Except as otherwise described above, all of the remaining terms of Mr. Krakoff’s existing employment agreement will remain in effect.

Item 5.02:   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 11, 2008, Coach’s Board of Directors appointed Jerry Stritzke as an Executive Officer of the Company, effective as of March 17, 2008. Mr. Stritzke will assume the position of Coach’s President and Chief Operating Officer on or prior to June 28, 2008, concurrent with the retirement of Coach’s current President and Chief Operating Officer, Keith Monda. Mr. Monda, who has served in his position with the Company since June 1998, will remain as a member of Coach’s Board of Directors.


Under the terms of his offer letter, Mr. Stritzke will receive an initial base salary of $850,000 per year, with a maximum bonus opportunity pursuant to Coach’s Performance-Based Annual Incentive Plan equal to 100% of his base salary actually paid during each fiscal year. The actual amount of this bonus will be based on Coach’s attaining pre-set financial or other operating criteria determined by Coach’s Board of Directors in its discretion in accordance with Section 162(m) of the Code, except that for fiscal years 2008 and 2009, Mr. Stritzke’s bonus is guaranteed to be no less than 50% of the maximum bonus opportunity for those years. All of his salary and bonuses are subject to his continued employment with the Company through the time that such salary and bonuses would normally be paid.

Mr. Stritzke will receive an initial grant of stock options to purchase 125,000 shares of Coach’s common stock. The grant date will be the first business day of the fiscal month coincident with or next following the commencement of his employment (the "Grant Date"), and the exercise price will be the average of the high and low share price for Coach common stock on the New York Stock Exchange on that date. These options will become exercisable in equal installments on the first, second and third anniversaries of the Grant Date, subject to Mr. Stritzke’s continued employment with the Company. Mr. Stritzke will also receive on the Grant Date an initial grant of restricted stock units valued (using the Black-Scholes valuation model and the same average high and low prices) at $1,000,000; these units will vest and convert into shares of Coach common stock on the third anniversary of the Grant Date, subject to his continued employment with the Company.

Mr. Stritzke will receive a transportation allowance during his employment equal to 5.45% of his base salary (up to $3,000) plus $1,000 per month, as well as other benefits customary to Coach’s senior executives. The Company will also reimburse Mr. Stritzke for any costs incurred in connection with moving himself and his family to the New York metropolitan area for his employment.

If Mr. Stritzke’s employment is terminated involuntarily by Coach other than for "cause" (as defined in his offer letter), he would be entitled to receive 12 months of base salary under Coach’s Severance Plan for senior executives.

Item 9.01:   Financial Statements and Exhibits.

(c)  Exhibits.  The following exhibit is being furnished herewith:

99.1   Press Release, dated March 12, 2008


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:

March 12, 2008

COACH, INC.

 

 

 

By:

/s/ Todd Kahn

Todd Kahn

Senior Vice President, General Counsel

and Secretary


EXHIBIT INDEX

99.1  

Press Release, dated March 12, 2008

EX-99.1 3 a5632347ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Coach Appoints Jerry Stritzke as an Executive Officer; Announces Contract Extension for Reed Krakoff

Keith Monda, President & Chief Operating Officer to Retire, Will Remain on Board of Directors

NEW YORK--(BUSINESS WIRE)--Coach, Inc. (NYSE: COH), a leading marketer of modern classic American accessories, today announced the appointment of Jerry Stritzke, as an Executive Officer, effective March 17, 2008. In addition, the Company noted that he will succeed Keith Monda, Coach’s current President & Chief Operating Officer, upon his retirement at the end of this fiscal year – June 28, 2008.

Mr. Stritzke joins Coach from Limited Brands, where he most recently held the position of Chief Operating Officer and Co-Leader of Victoria's Secret, which included oversight for Victoria's Secret Stores, Victoria's Secret Direct, Victoria's Secret Beauty and Pink. Prior roles at Limited Brands included Chief Executive Officer of Mast Industries, a wholly-owned subsidiary of the Limited and a sourcing organization and supplier of merchandise for Victoria's Secret, Express, Abercrombie & Fitch and Limited Stores.

“Jerry’s talent and outstanding operational track record make him a strong addition to the Coach management team,” said Lew Frankfort, Chairman and Chief Executive Officer of Coach, Inc. “He is highly regarded for his strategic focus, team leadership, strong analytical and technical skills and exceptional business acumen. His experience in transformational change and in global markets make him uniquely qualified to build upon the foundation Keith Monda has created at Coach. Our Company has enjoyed a remarkable record as a public company, and we expect that success to continue under Jerry’s operational stewardship as we continue to expand our presence in North America and internationally.”

“Coach is an exceptional company and brand, with a dynamic and flexible global supply chain, well positioned for long-term growth. I look forward to contributing to its continued operational momentum and future success,” said Mr. Stritzke.

Mr. Stritzke will succeed Keith Monda, who is retiring from his current post at the end of the fiscal year but will remain a member of Coach’s Board of Directors. “From the beginning, Keith wholeheartedly embraced our vision for Coach. Over the last 10 years he has led his teams to support the strategic objectives of the business, including the transformation of our supply chain, the implementation of enabling technology and building the Finance and Distribution capabilities needed to support a multi-billion dollar, stand-alone public company. His passion, energy and commitment to Coach have impacted every part of the company. We look forward to his continuing contribution as a member of our Board,” added Mr. Frankfort.

The company also announced that Reed Krakoff, President and Executive Creative Director, has entered into a further three-year extension to his original employment agreement, which will now be in effect through June 2014. Mr. Frankfort said, “I am very pleased to announce that Reed Krakoff has extended his employment agreement with the company, underscoring his optimism and continued commitment towards the business. Clearly, our management team has communicated a consistent vision and instilled a culture of innovation and continuous improvement throughout Coach, driving the company to deliver exceptional performance for many years. I believe that ensuring the continuity of Reed’s creative leadership will be a key factor in providing excellent results well into the future.”

“Reed’s continued commitment to Coach and the welcome addition of Jerry to our management team speak well to both continuing our momentum and advancing our agenda for growth. I am enthusiastic about how our management team is evolving and confident that we have the leadership capacity needed to achieve our future objectives,” Mr. Frankfort concluded.

Coach, with headquarters in New York, is a leading American marketer of fine accessories and gifts for women and men, including handbags, women’s and men’s small leathergoods, business cases, weekend and travel accessories, footwear, watches, outerwear, scarves, sunwear, fragrance, jewelry and related accessories. Coach is sold worldwide through Coach stores, select department stores and specialty stores, through the Coach catalog in the U.S. by calling 1-800-223-8647 and through Coach’s website at www.coach.com. Coach’s shares are traded on the New York Stock Exchange under the symbol COH.

This press release contains forward-looking statements based on management's current expectations. These statements can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "intend," "estimate," "are positioned to," "continue," "project," "guidance," “target,” "forecast," "anticipated," or comparable terms. Future results may differ materially from management's current expectations, based upon risks and uncertainties such as expected economic trends, the ability to anticipate consumer preferences, the ability to control costs, etc. Please refer to Coach’s latest Annual Report on Form 10-K for a complete list of risk factors.

CONTACT:
Coach
Analysts & Media:
Andrea Shaw Resnick, 212-629-2618
SVP Investor Relations

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