UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 9, 2020
Tapestry, Inc.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-16153
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52-2242751
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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10 Hudson Yards, New York, New York 10001
(Address of Principal Executive Offices, and Zip Code)
(212) 946-8400
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 (see General Instruction A.2. below):
☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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TPR
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 December 9, 2020, the Board of
Directors (the “Board”) of Tapestry, Inc. (“Tapestry” or the “Company”) increased the size of the Board to ten members and elected each of Thomas Greco and Pamela Lifford as a director of the Company, effective as of December 9, 2020.
The Board also appointed Mr. Greco to the Audit Committee of the Board and Ms. Lifford to the Human
Resources Committee of the Board, concurrent with their respective appointments to the Board.
In connection with each of Mr. Greco’s and Ms. Lifford’s appointment to the Board and in accordance with the Company’s standard compensation
arrangements for non-employee directors, each of Mr. Greco and Ms. Lifford will be entitled to an annual cash retainer of $90,000 as well as an annual equity award 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, each of Mr. Greco and Ms. Lifford will be granted an initial Tapestry equity award with a grant date fair market value of $150,000 on December 9, 2020, 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. Greco or Ms. Lifford and any other person pursuant to which they were selected as
directors, and there have been no transactions since the beginning of the Company’s last fiscal year, or are currently proposed, regarding each of Mr. Greco or Ms. Lifford that are required to be disclosed by Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointments 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.
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: December 9, 2020
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TAPESTRY, INC. |
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By:
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/s/ David E. Howard |
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David E. Howard |
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Senior Vice President, General Counsel and Secretary
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