TPR 8-K Current Reports

Tapestry 8-K Report, Financial Results (Aug 13, 2026)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2026 fourth-quarter and full-year results for the periods ended June 27, 2026, as furnished in Exhibit 99.1 to this Form 8-K dated August 13, 2026. Fourth-quarter net sales were $1.88 billion, up 9% reported and 8% on a constant currency basis, or 12% and 11% on a pro forma basis excluding Stuart Weitzman. Coach brand revenue grew 15% in the quarter, while Kate Spade declined 7%. For the full year, net sales were $8.00 billion, up 14% reported, with pro forma growth of 18%. GAAP diluted EPS was $1.68 for the quarter and $7.27 for the year, while non-GAAP diluted EPS was $1.32 and $7.05, respectively. Non-GAAP operating margin expanded to 19.3% in the quarter and 23.4% for the year. Items affecting comparability, including IEEPA tariff refunds, increased full-year GAAP operating income by $49 million. The company returned $1.7 billion to shareholders in fiscal 2026 through dividends of $326 million and share repurchases of $1.35 billion. The Board approved a 16% dividend increase to a quarterly rate of $0.4625 per share, implying an anticipated annual rate of $1.85. For fiscal 2027, Tapestry expects revenue of $8.4 billion to $8.5 billion, non-GAAP EPS of $7.80 to $7.90, and adjusted free cash flow approaching $1.7 billion, and it expects to return approximately $1.7 billion to shareholders, including $1.35 billion in share repurchases. The balance sheet showed $1.15 billion in cash and short-term investments, $2.38 billion in total borrowings, and a leverage ratio of 1.1x at fiscal year-end.

Aug 13, 2026 8-K

Leadership ChangesExhibits & Filings

Tapestry 8-K Report, Financial Results (May 7, 2026)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2026 third-quarter results for the quarter ended March 28, 2026, as furnished in Exhibit 99.1 to this Form 8-K. Net sales were $1.92 billion, up 21% on a reported basis and 19% in constant currency; on a pro forma basis, excluding Stuart Weitzman, sales rose 25% reported and 23% constant currency. Coach brand net sales increased 31% (29% constant currency) to $1.70 billion, while Kate Spade net sales declined 10% to $219.6 million. GAAP diluted EPS was $1.65, up 74%, and non-GAAP diluted EPS was $1.66, up 62%. GAAP operating margin was 22.3%, up 630 basis points, and non-GAAP operating margin was 22.4%, up 490 basis points. The company raised its fiscal 2026 outlook on a non-GAAP basis. Revenue is now expected in the area of $7.95 billion, up from prior guidance of over $7.75 billion, and operating margin is expected at approximately 23%, up from prior guidance of about a 180 basis point increase. EPS is now expected in the area of $6.95, versus prior guidance of $6.40 to $6.45, and adjusted free cash flow is expected to approach $1.6 billion, versus prior guidance of about $1.5 billion. Tapestry also increased its planned fiscal 2026 shareholder returns to $1.6 billion, up from $1.5 billion, comprising a quarterly dividend of $0.40 per share and approximately $1.3 billion in share repurchases, up from $1.2 billion. At March 28, 2026, cash, cash equivalents and short-term investments totaled $1.07 billion, total borrowings were $2.38 billion, and the leverage ratio was 1.1x. The company expects to report fiscal fourth-quarter and full-year results on August 13, 2026.

May 7, 2026 8-K

Tapestry 8-K Report, Executive Changes (Apr 6, 2026)

Tapestry, Inc. (NYSE: TPR) filed this Current Report on Form 8-K dated April 6, 2026, to disclose a board change. On April 6, 2026, the Board increased its size from ten to eleven members and elected Matthew (Matt) Madrigal as a director, effective the same day. The filing states that the appointment brings the Board to eleven members, including ten independent directors. Mr. Madrigal is Chief Technology Officer of Pinterest, Inc., and the filing describes his background in technology, e-commerce, and consumer engagement, including prior roles at Google, Fanatics, Williams-Sonoma, and eBay. Under the Company's standard non-employee director compensation arrangements, Mr. Madrigal will receive an annual cash retainer of $100,000 and an annual equity grant with a grant-date fair market value of $200,000, paid entirely in restricted stock units (RSUs) on the date of the annual stockholders meeting. Those annual awards vest in full one year after grant, subject to continued service. He will also receive an initial equity award with a grant-date fair market value of $200,000 on April 6, 2026, entirely in RSUs, which vests on the one-year anniversary of the grant date. The filing states that there are no arrangements or understandings under which Mr. Madrigal was selected as a director and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. CEO Joanne Crevoiserat said his expertise will help drive the Company's Amplify growth agenda, and Board Chair Anne Gates welcomed his perspective on scaling global consumer platforms.

Apr 6, 2026 8-K

Tapestry 8-K Report, Financial Results (Feb 5, 2026)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2026 second-quarter results for the quarter ended December 27, 2025, with net sales of $2.50 billion, up 14% from the prior year on both a nominal and constant currency basis. Excluding Stuart Weitzman, which was divested on August 4, 2025, pro forma net sales rose 18%, led by a 25% gain at Coach, while Kate Spade declined 14%. GAAP operating margin was 28.6%, up 620 basis points, and GAAP diluted EPS was $2.68 versus $1.38 a year earlier, an increase of 94%. Non-GAAP diluted EPS was $2.69, up 34%. Management cited a 110 basis point gross margin improvement, which absorbed a negative tariff and duty impact of 190 basis points. The company raised its fiscal 2026 outlook. Revenue is now expected to be over $7.75 billion, versus prior guidance of about $7.3 billion. Non-GAAP EPS guidance is $6.40 to $6.45, up from $5.45 to $5.60, and adjusted free cash flow is now expected to be about $1.5 billion, up from $1.3 billion. Operating margin expansion is now expected to be about 180 basis points, compared with prior guidance of about 50 basis points. The company also increased planned shareholder returns to $1.5 billion for fiscal 2026, including about $1.2 billion of share repurchases, up from $1.0 billion previously. Balance sheet metrics remained solid. Cash, cash equivalents and short-term investments totaled $1.08 billion, total borrowings were $2.40 billion, and the leverage ratio was 1.2x. Operating cash flow for the quarter was $1.08 billion, compared with $506 million a year earlier. The company also declared a quarterly dividend of $0.40 per share, payable March 23, 2026.

Feb 5, 2026 8-K

Tapestry 8-K Report, Shareholder Vote Results (Nov 14, 2025)

Tapestry, Inc. reported the results of its Annual Meeting of Stockholders, held on November 13, 2025, in an Item 5.07 Form 8-K filed November 14, 2025. Stockholders voted on three proposals: the election of directors, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending June 27, 2026, and a non-binding advisory vote on executive compensation as described in the 2025 Proxy Statement. The filing reports the vote counts for each item but does not state the outcome of any proposal beyond the tallies. All ten director nominees received more votes for than against, though support varied. Anne Gates received 157,562,258 votes for and 5,080,460 against, and Kevin Hourican received 158,835,531 for and 3,802,373 against. Darrell Cavens received 159,031,908 for and 3,606,282 against. The other seven nominees each received between 162,184,242 and 162,499,170 votes for, with against votes ranging from 139,642 to 976,455. Each nominee also had 20,247,280 broker non-votes. The auditor ratification received 173,156,703 votes for, 9,704,124 against, and 226,629 abstaining. On the advisory say-on-pay proposal, 146,147,336 votes were cast for, 16,387,143 against, and 305,697 abstaining, with 20,247,280 broker non-votes. The say-on-pay vote shows the largest opposition of the three proposals, which investors may wish to monitor in future compensation discussions.

Nov 14, 2025 8-K

Tapestry 8-K Report, Financial Results (Nov 6, 2025)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2026 first quarter results for the period ended September 27, 2025, with net sales of $1.70 billion, up 13% versus the prior year (12% on a constant currency basis). Excluding Stuart Weitzman, which was sold on August 4, 2025, pro forma net sales rose 16% to $1.69 billion. Coach was the primary driver, with net sales of $1.43 billion, up 22% reported (21% constant currency), while Kate Spade declined 8% to $260.2 million. GAAP diluted EPS was $1.28, up from $0.79, and non-GAAP diluted EPS was $1.38, up 35% from $1.02. GAAP operating margin was 19.3% and non-GAAP operating margin was 20.9%, a 200 basis point improvement that included a 110 basis point favorable impact from the Stuart Weitzman divestiture. Management raised its fiscal 2026 outlook. Revenue is now expected to be in the area of $7.3 billion, representing 4% to 5% reported growth, and non-GAAP EPS is now guided to $5.45 to $5.60, up from prior guidance of $5.30 to $5.45. Adjusted free cash flow is expected to be $1.3 billion. The company expects to return $1.3 billion to shareholders in fiscal 2026 through dividends and share repurchases, with planned buybacks increased to approximately $1.0 billion from an original $800 million. During the quarter, Tapestry repurchased over 4.7 million shares for $500 million at an average cost of about $106 per share. Balance sheet metrics included cash, cash equivalents and short-term investments of $743 million, total borrowings of $2.64 billion (including $240 million of commercial paper, a newly established program), and a leverage ratio of 1.5x. Inventory was $1.02 billion, and operating cash flow was $113 million, compared with $120 million a year earlier.

Nov 6, 2025 8-K

Regulation FDOther EventsExhibits & Filings

Tapestry 8-K Report, Executive Changes (Sep 19, 2025)

Tapestry, Inc. (the Company) filed a Form 8-K dated September 19, 2025, under Item 5.02 (Departure of Directors or Certain Officers). The filing reports that John P. (JP) Bilbrey, a member of the Company's Board of Directors, advised the Company on September 16, 2025 that he will not stand for re-election at the annual meeting of stockholders scheduled for November 13, 2025 (the Annual Meeting). According to the filing, Mr. Bilbrey's decision was not due to any disagreement with the Company on any matter. He will continue to serve on the Board until the Annual Meeting. The filing does not describe any change to Board composition, committee assignments, or compensation arrangements beyond this notice. For investors, the filing is a governance notice. It signals a planned Board departure at the Annual Meeting, and the Company states that the departure does not stem from a dispute with management or the Board.

Sep 19, 2025 8-K

Tapestry 8-K Report, Regulation FD Disclosure (Sep 10, 2025)

On September 10, 2025, Tapestry, Inc. (NYSE: TPR) held its 2025 Investor Day in New York City, where it introduced its "Amplify" growth strategy and long-term financial targets covering Fiscal 2027 and Fiscal 2028. The company expects mid-single-digit annual revenue growth, operating margin expansion to over 22% by Fiscal 2028 (an increase of over 200 basis points versus Fiscal 2025), and low-double-digit diluted EPS growth in Fiscal 2027 and Fiscal 2028. The Fiscal 2026 outlook provided with fourth-quarter results in mid-August is unchanged, and the targets exclude one-time costs tied to the sale of Stuart Weitzman, which closed on August 4, 2025, as well as non-recurring costs from organizational efficiency efforts. Capital returns are a central part of the plan. Tapestry plans to return $4 billion to shareholders through Fiscal 2028 via dividends and share repurchases, which the company expects to represent 100% of adjusted free cash flow over FY26 through FY28. The annual dividend is expected to remain $1.60 per share in Fiscal 2026, with a payout ratio of approximately 30% through Fiscal 2028. The Board authorized a new share repurchase program of up to $3.00 billion, which replaces the program reported on the company's November 12, 2021 Form 8-K. By brand, Coach is expected to deliver a three-year mid-single-digit revenue CAGR with operating margin expanding to a mid-30% rate, and the company has a longer-term ambition for Coach to reach $10 billion in revenue. Kate Spade is expected to return to profitable topline growth in Fiscal 2027, accelerate to mid-single-digit revenue growth, and reach a high single-digit operating margin in Fiscal 2028. The company notes that the non-GAAP targets cannot be fully reconciled to GAAP because certain items have not yet occurred and cannot be reasonably estimated.

Sep 10, 2025 8-K

Tapestry 8-K Report, Executive Changes (Aug 20, 2025)

In an 8-K filed August 20, 2025, Tapestry, Inc. (TPR) reports that on August 18, 2025, the Human Resources Committee of its Board of Directors approved a one-time special equity grant to Chief Executive Officer Joanne Crevoiserat with a target grant date fair value of $15 million. The grant was made under the Company's 2018 Stock Incentive Plan and is split equally between performance-based restricted stock units (PRSUs), which vest based on achievement of a target non-GAAP earnings per share for fiscal year 2028, and time-based restricted stock units (RSUs). Both components vest on the third anniversary of the grant date. The Committee stated that the award is intended to incentivize Ms. Crevoiserat to continue delivering durable growth and shareholder value, and to support long-term talent retention and succession planning. The Committee cited her sustained high performance, strategic leadership and record of shareholder value creation, and noted that she will receive retirement treatment on her existing and upcoming annual equity grants in November 2025, upon reaching age 62 with over five years of service. The filing describes the award as not part of her regular annual compensation. The special grant carries more restrictive service conditions than standard equity awards. It is forfeited entirely upon retirement, voluntary termination without Good Reason, or termination for cause. Pro-rata vesting applies on involuntary termination without cause or voluntary termination with Good Reason, and full vesting applies on death or disability. The grant is governed by the Agreements for the Special Grant and her Letter Agreement dated October 24, 2020.

Aug 20, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Tapestry 8-K Report, Financial Results (Aug 14, 2025)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2025 fourth-quarter and full-year results for the periods ended June 28, 2025, as furnished in Exhibit 99.1 to this Form 8-K. Fourth-quarter net sales rose 8% to $1.72 billion, led by a 14% gain at Coach, while full-year net sales reached a record $7.01 billion, up 5%, with Coach up 10%. GAAP results were heavily affected by $855 million in impairment charges on the Kate Spade indefinite-lived brand intangible asset and goodwill. GAAP net loss for the quarter was $517 million (diluted EPS of ($2.49)), while non-GAAP quarterly diluted EPS was $1.04. For the full year, GAAP diluted EPS was $0.82 and non-GAAP diluted EPS was $5.10, and the company stated it exceeded its non-GAAP EPS outlook. The company returned $2.3 billion to shareholders in fiscal 2025 through dividends and share repurchases, and its Board approved a 14% dividend increase to a quarterly rate of $0.40 per share (anticipated annual rate of $1.60). Year-end cash, cash equivalents and short-term investments were $1.12 billion against total borrowings of $2.39 billion, with a stated leverage ratio of 1.4x. Full-year cash flow from operating activities was $1.22 billion and adjusted free cash flow was $1.35 billion. For fiscal 2026, Tapestry initiated non-GAAP guidance calling for revenue approaching $7.2 billion, EPS of $5.30 to $5.45 (4% to 7% growth), and adjusted free cash flow approaching $1.3 billion. The outlook includes an approximately 230 basis point tariff and duty headwind, or $160 million, and excludes Stuart Weitzman, which the company sold and which closed on August 4, 2025. An Investor Day is scheduled for September 10, 2025.

Aug 14, 2025 8-K

Tapestry 8-K Report, Material Agreement (May 23, 2025)

On May 22, 2025, Tapestry, Inc. entered into a definitive agreement to refinance and replace its existing unsecured revolving credit facility dated May 11, 2022 with a new $2 billion unsecured revolving credit facility. Bank of America, N.A. serves as administrative agent, with a syndicate of banks and financial institutions as lenders. The new facility matures on May 22, 2030, and may be used for working capital, capital expenditures, permitted investments, share purchases, dividends and other general corporate purposes, including commercial paper back-up. Key terms include an accordion feature allowing commitments to be increased by up to $750 million, multi-currency borrowing in Euros, Pounds Sterling, Japanese Yen and U.S. Dollars, and sublimits of $125 million for standby letters of credit and $50 million for swing line loans. Pricing is determined by a grid tied to a Gross Leverage Ratio (consolidated debt to consolidated EBITDAR), and the company will pay quarterly facility fees. Prepayments and commitment reductions may be made without premium or penalty, other than customary breakage costs. The agreement contains customary negative covenants and a quarterly maximum leverage ratio of 4.0 to 1.0 (consolidated debt minus unrestricted cash above $300 million, to consolidated EBITDAR), which may rise to 4.5 to 1.0 following a material acquisition, subject to limitations. Standard events of default are included, along with a change of control provision. The filing also notes that certain affiliates of the lenders served as agents and/or lenders under the Existing Credit Facility. The company filed the full credit agreement as Exhibit 10.1, with certain annexes and schedules omitted under Item 601(a)(5) of Regulation S-K.

May 23, 2025 8-K

Regulation FDOther EventsExhibits & Filings

Tapestry 8-K Report, Financial Results (May 8, 2025)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2025 third-quarter results for the quarter ended March 29, 2025, with net sales of $1.58 billion, up 7% versus the prior year (8% in constant currency). Coach drove the results, with sales of $1.29 billion, up 13% (15% constant currency), while Kate Spade ($244.9 million, down 13%) and Stuart Weitzman ($46.2 million, down 18%) declined. GAAP diluted EPS was $0.95, up from $0.60 a year earlier, and non-GAAP diluted EPS was $1.03, up 27%. GAAP operating income was $254 million (16.0% margin) versus $204 million in the prior year. Net income was $203 million on a GAAP basis. Management raised its fiscal 2025 outlook. Non-GAAP revenue is now expected at approximately $6.95 billion, up 4% on a reported basis, versus prior guidance of about 3% growth. Earnings per diluted share are now expected to be in the area of $5.00, above the prior guidance of $4.85 to $4.90, and adjusted free cash flow is expected at approximately $1.3 billion, versus prior guidance of $1.2 billion. The company continues to expect to return more than $2 billion to shareholders in fiscal 2025 through dividends and share repurchases, and declared a quarterly dividend of $0.35 per share payable June 23, 2025. The balance sheet shows cash, cash equivalents and short-term investments of $1.1 billion against total borrowings of $2.7 billion, a net debt of $1.6 billion and a leverage ratio of 1.6x. The filing also notes the pending sale of the Stuart Weitzman brand, expected to close in the summer of 2025, and an outlook that embeds tariff expectations described as having an immaterial impact on fiscal 2025 results.

May 8, 2025 8-K

Tapestry 8-K Report, Regulation FD Disclosure (Feb 19, 2025)

On February 19, 2025, Tapestry, Inc. (NYSE: TPR) disclosed that on February 16, 2025 it entered into a sale and purchase agreement with Caleres, Inc. under which Caleres will acquire the Stuart Weitzman business for total cash consideration of $105 million, subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses. The filing describes the Stuart Weitzman Business as the company's global business of designing, manufacturing, promoting, marketing, distributing, selling and licensing Stuart Weitzman branded products, and the purchaser will acquire certain of its assets and liabilities. The agreement includes customary covenants, including the ordinary-course operation of the business before closing and a one-year, post-closing non-solicitation and no-hire restriction on certain key employees of the Stuart Weitzman Business. Closing is subject to customary conditions, including the absence of a governing order preventing the transaction and a continuing absence of a material adverse effect on the Stuart Weitzman Business. Either party may terminate if the transaction is not consummated by February 16, 2026, and a Transition Services Agreement will be entered into at closing. The press release states that the transaction is expected to close in the summer of 2025. In the accompanying press release, CEO Joanne Crevoiserat said the sale lets Tapestry keep a sharp focus on its largest value creation opportunities, sustaining Coach's leadership and reinvigorating Kate Spade. Caleres' CEO said Caleres expects to operate the brand profitably after integration.

Feb 19, 2025 8-K

Material AgreementsFinancial EventsRegulation FD+1

Tapestry 8-K Report, Financial Results (Feb 6, 2025)

Tapestry, Inc. (NYSE: TPR) furnished this Form 8-K to report financial results for its fiscal second quarter ended December 28, 2024, with a press release (Exhibit 99.1) announcing record second-quarter revenue of $2.2 billion, up 5% versus the prior year, driven by 10% growth at Coach. Reported diluted EPS was $1.38 and non-GAAP diluted EPS was $2.00, with reported net income of $310 million. Reported gross margin was 74.4%, up from 71.6% a year earlier, and non-GAAP operating income was $548 million. The company recorded $120 million of loss on extinguishment of debt, primarily tied to redeeming acquisition-related debt after the termination of the merger agreement with Capri Holdings Limited. Net debt was $1.7 billion at quarter-end, with a leverage ratio of 1.6x. Tapestry raised its fiscal 2025 outlook. It now expects revenue of over $6.85 billion, non-GAAP diluted EPS of $4.85 to $4.90 (up from $4.50 to $4.55), and adjusted free cash flow of approximately $1.2 billion. The company expects to return more than $2 billion to shareholders in fiscal 2025 through dividends and share repurchases, including a $2 billion accelerated share repurchase program executed during the quarter. The board declared a quarterly dividend of $0.35 per share, payable March 24, 2025. The outlook excludes any impact from the terminated Capri acquisition and assumes no further U.S. Dollar appreciation. The company also noted an expected additional 10% tariff on goods imported from China, which it characterized as immaterial to fiscal 2025 results. Investors should note that the reported figures include acquisition-related costs that reduced net income by $140 million, or $0.62 per diluted share.

Feb 6, 2025 8-K

Tapestry 8-K Report, Material Agreement (Dec 11, 2024)

On December 11, 2024, Tapestry, Inc. (NYSE: TPR) issued $750,000,000 aggregate principal amount of 5.100% senior unsecured notes due 2030 and $750,000,000 aggregate principal amount of 5.500% senior unsecured notes due 2035, totaling $1.5 billion. The notes were issued under a Base Indenture and a First Supplemental Indenture, each dated December 11, 2024, with U.S. Bank Trust Company, National Association, as trustee. Interest on both series is payable semi-annually on March 11 and September 11, beginning September 11, 2025. The offering was made under a Form S-3 shelf registration statement (File No. 333-276823) that became effective upon filing on February 1, 2024. The Indenture limits the company's ability to create certain liens, enter into certain sale and leaseback transactions, and merge or consolidate, or transfer, sell or lease all or substantially all of its assets, subject to stated limitations and exceptions. Per the accompanying press release, the company intends to use the net proceeds, together with cash on hand, to repay outstanding loans under its term loan credit agreement and borrowings under its revolving credit facility. Those borrowings were used to fund share repurchases under the company's accelerated share repurchase agreements, with any remainder going to general corporate purposes. BofA Securities, Morgan Stanley, and J.P. Morgan acted as joint lead book-running managers. For investors, the filing shows a refinancing of bank debt used for share repurchases into longer-dated fixed-rate senior unsecured notes. The filing does not state the net proceeds amount or the amounts of the repaid loans and borrowings.

Dec 11, 2024 8-K

Other EventsExhibits & Filings

Tapestry 8-K Report, Corporate Update (Dec 5, 2024)

Tapestry, Inc. (NYSE: TPR) announced on December 4, 2024 that it entered into an underwriting agreement with BofA Securities, Inc., Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters, for an underwritten public offering of $750,000,000 aggregate principal amount of 5.100% senior unsecured notes due 2030 and $750,000,000 aggregate principal amount of 5.500% senior unsecured notes due 2035. The offering is registered under an automatic shelf registration statement on Form S-3 filed February 1, 2024, and the sale is expected to close on or about December 11, 2024. The company states it intends to use the net proceeds, together with cash on hand, to repay outstanding loans under its term loan credit agreement and borrowings under its revolving credit facility. Those borrowings were used to fund share repurchases under the company's accelerated share repurchase agreements, with remaining proceeds going to general corporate purposes. The filing therefore reflects a refinancing and debt-management step tied to prior buybacks rather than a new use of capital. The filing consists of the underwriting agreement (Exhibit 1.1) and two press releases dated December 4, 2024: a launch announcement (Exhibit 99.1) and a pricing announcement (Exhibit 99.2). The pricing release confirms the same $750.0 million tranches and the December 11, 2024 expected closing. The filing itself does not provide financial statement data, interest cost comparisons, or balance sheet figures.

Dec 5, 2024 8-K

Material AgreementsFinancial EventsRegulation FD+1

Tapestry 8-K Report, Material Agreement (Nov 22, 2024)

On November 21, 2024, Tapestry, Inc. (NYSE: TPR) entered into accelerated share repurchase (ASR) agreements with Bank of America, N.A. and Morgan Stanley & Co. LLC to repurchase an aggregate of up to $2.0 billion of its common stock under its recently announced share repurchase program. The company will pay $2.0 billion to the Dealers on November 26, 2024 and receive an initial delivery of 28,363,766 shares that day. The final share count will be based on the average daily volume-weighted average price over specified dates, less a discount, and final settlements are scheduled no later than the first quarter of fiscal 2026, ending September 27, 2025. The repurchases are funded with $750.0 million of borrowings under a new senior unsecured term loan facility, approximately $1.0 billion of revolving credit facility borrowings, and cash on hand. The term loan matures six months after funding and bears interest at term SOFR plus 1.125%. The company expects to refinance the term loan with new debt or other existing liquidity. After the ASRs, $800.0 million remains available under the share repurchase authorization approved by the board in May 2022. In a press release furnished as Exhibit 99.1, the company said the ASRs will be completed under its recently expanded $2.8 billion share repurchase authorization and that it expects to return over 100 percent of its free cash flow in fiscal 2025 to shareholders through dividends and share repurchases. The initial delivery is expected to represent approximately 80 percent of the shares expected to be repurchased under the ASR agreements.

Nov 22, 2024 8-K

Material AgreementsFinancial EventsRegulation FD+2

Tapestry 8-K Report, Shareholder Vote Results (Nov 15, 2024)

Tapestry, Inc. (TPR) filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held on November 14, 2024. Stockholders considered four proposals, and a total of 208,168,543 votes were cast. All eleven director nominees were elected, and each received more votes for than against. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending June 28, 2025, and approved, on a non-binding advisory basis, the executive compensation described in the 2024 Proxy Statement. The director votes show a range of support. Darrell Cavens, Joanne Crevoiserat, David Elkins, Kevin Hourican, Alan Lau, Pamela Lifford, and Annabelle Yu Long each received well over 180 million votes for, with against votes ranging from 135,862 to 1,475,136. John P. Bilbrey had the most against votes among the nominees at 12,403,719, and Anne Gates had 5,095,608 against votes, the second highest. Each director nominee also had 20,709,179 broker non-votes. The auditor ratification received 199,890,581 votes for, 7,948,199 against, and 329,763 abstentions. The say-on-pay advisory vote received 173,757,544 votes for, 13,412,334 against, 289,486 abstentions, and 20,709,179 broker non-votes. For investors, these results indicate that shareholders supported the board slate, the auditor, and the executive compensation program, with a larger minority of opposition on the compensation vote and on a few individual director nominees.

Nov 15, 2024 8-K

Tapestry 8-K Report, Material Agreement (Nov 14, 2024)

Tapestry, Inc. (NYSE: TPR) announced on November 14, 2024 that it has terminated its Agreement and Plan of Merger with Capri Holdings Limited under a Termination Agreement dated November 13, 2024. The parties cited that the outcome of the legal process is uncertain and unlikely to be resolved by the February 10, 2025 outside date. Tapestry will reimburse Capri's expenses of $45,088,675 in cash on November 14, 2024, and the parties have released each other from claims related to the merger. The Company's term loan agreement with Bank of America was also terminated concurrently. To fund the deal, Tapestry is required to redeem all of its outstanding acquisition-related notes, which the press release describes as totaling $6.1 billion, at 101% of principal plus accrued interest, with redemption expected on or about November 25, 2024. The Company expects to fund the redemption with cash on hand. It expects to recognize in the second fiscal quarter of 2024 approximately $57.1 million of unamortized cash flow hedge losses, debt issuance costs and discounts, plus an approximately $61.1 million redemption premium, on a pre-tax basis. Tapestry's Board also authorized a new $2.0 billion share repurchase program, which the Company intends to launch partly as an accelerated share repurchase in the coming weeks, funded by cash on hand and new debt. This is in addition to the $800 million remaining under the May 2022 authorization, for a total of $2.8 billion. The company reaffirmed its Fiscal 2025 outlook issued on November 7, 2024, and stated it expects to maintain its $1.40 annual dividend rate per share, with its next earnings update scheduled for February 6, 2025.

Nov 14, 2024 8-K

Tapestry 8-K Report, Financial Results (Nov 7, 2024)

Tapestry, Inc. (NYSE: TPR) furnished an 8-K on November 7, 2024 announcing results for its fiscal first quarter 2025 ended September 28, 2024. Net sales were $1.51 billion, approximately in line with the prior year on both reported and constant currency bases, which the company described as ahead of its outlook. Gross margin was 75.3% versus 72.5% a year earlier, driven by operational improvements of 180 basis points, a 60 basis point benefit from lower freight expense, and FX tailwinds. Reported diluted EPS was $0.79, while non-GAAP diluted EPS was $1.02 (versus $0.93 non-GAAP in the prior-year period). Reported net income was $186.6 million, and the reconciliation shows $55.0 million of after-tax acquisition costs, primarily financing and professional fees tied to the proposed acquisition of Capri Holdings Limited. By brand, Coach revenue rose 1% reported to $1.17 billion, Kate Spade declined 7% to $283.2 million, and Stuart Weitzman rose 2% to $53.7 million. Europe grew 27%, North America declined 1%, and Japan declined 8% reported. Operating cash flow was $120 million and free cash flow was $94 million. Cash, cash equivalents and short-term investments totaled $7.31 billion, against total borrowings of $7.31 billion, reflecting $6.1 billion in senior notes issued in November 2023 to fund the Capri acquisition. Tapestry raised its fiscal 2025 outlook. Non-GAAP EPS guidance is now $4.50 to $4.55, up from $4.45 to $4.50, and revenue guidance is over $6.75 billion, representing growth of approximately 1% to 2%. The guidance excludes any impact from the proposed Capri acquisition, and the company declared a quarterly dividend of $0.35 per share.

Nov 7, 2024 8-K

Earnings & ResultsLeadership ChangesOther Events+1

Tapestry 8-K Report, Financial Results (Aug 15, 2024)

Tapestry, Inc. (NYSE: TPR) reported results for its fourth quarter and full fiscal year ended June 29, 2024. For the full year, net sales were $6.67 billion versus $6.66 billion in the prior year, with revenue up 1% excluding a roughly 110 basis point currency headwind. Reported gross margin rose to 73.3% from 70.8%, reflecting a 130 basis point benefit from lower freight expense along with operational improvements and FX tailwinds. Reported diluted EPS was $3.50 and non-GAAP diluted EPS was $4.29, compared with $3.88 in the prior year. Coach was the standout brand, with full-year sales of $5.10 billion, while Kate Spade ($1.33 billion) and Stuart Weitzman ($241.5 million) declined. Fourth-quarter net sales were $1.59 billion, down 2% on a reported basis but roughly flat excluding currency. Reported operating income was $235 million, versus $274 million a year earlier, and was weighed down by costs tied to the proposed acquisition of Capri Holdings Limited, including financing charges and professional fees. Reported net interest expense rose to $125 million for the year, reflecting debt issued to finance the deal. Cash, cash equivalents and short-term investments totaled $7.20 billion against total borrowings of $7.24 billion. Operating cash flow was $1.26 billion and free cash flow was $1.15 billion for the year. The Federal Trade Commission filed a lawsuit on April 22, 2024 seeking to block the Capri acquisition, which the company says it will contest. Tapestry's fiscal 2025 outlook assumes no contribution from Capri and projects non-GAAP EPS of $4.45 to $4.50 and revenue in the area of $6.7 billion. The company also maintained its annual dividend rate of $1.40 per share and declared a quarterly dividend of $0.35.

Aug 15, 2024 8-K

Tapestry 8-K Report, Financial Results (Aug 1, 2024)

Tapestry, Inc. (NYSE: TPR) filed this Current Report on Form 8-K on August 1, 2024 to disclose a leadership change at its Kate Spade brand. Liz Fraser, CEO & Brand President of Kate Spade, is leaving the Company. She is eligible for twelve months of base salary, her fiscal year 2024 annual incentive plan payment, and severance treatment of her outstanding equity awards, subject to signing a separation and release agreement. She is expected to remain employed through September 1, 2024. The same day, the Company announced that Eva Erdmann, formerly Global President of Urban Decay at L'Oréal, will join Kate Spade as CEO & Brand President in October 2024. Ms. Erdmann will report directly to Joanne Crevoiserat, Chief Executive Officer of Tapestry, and will join the Company's Executive Committee. The press release describes her as having oversight of all aspects of the Kate Spade business, with a focus on accelerating innovation and sustainable global growth. The filing also states that Tapestry is maintaining its Fiscal 2024 financial outlook and expects to report fourth-quarter and full-year Fiscal 2024 results on August 15, 2024. The filing further references the proposed acquisition of Capri Holdings Limited and a Federal Trade Commission antitrust lawsuit related to that acquisition, both listed among forward-looking risk factors.

Aug 1, 2024 8-K

Regulation FDExhibits & Filings

Tapestry 8-K Report, Financial Results (May 9, 2024)

Tapestry, Inc. (NYSE: TPR) reported results for its fiscal third quarter ended March 30, 2024, with net sales of $1.48 billion, compared with $1.51 billion in the prior-year period, a 2% decline on a reported basis. Sales were approximately even with the prior year excluding a currency headwind of about 160 basis points. Gross margin rose to 74.7% from 72.8%, supported by lower freight expense, FX tailwinds and operational improvements. Reported operating income was $204 million (13.8% margin), while non-GAAP operating income was $239 million (16.1% margin), compared with $226 million in the prior-year quarter. Reported diluted EPS was $0.60, and non-GAAP diluted EPS was $0.81, versus $0.78 a year earlier. Results exclude acquisition-related costs of $68 million pre-tax, primarily professional fees and financing charges tied to the proposed acquisition of Capri Holdings Limited. The company maintained its fiscal 2024 EPS outlook of $4.20 to $4.25 on a non-GAAP basis, which it stated replaces all previous guidance. Management expects revenue of over $6.6 billion, approximately in line with the prior year on a reported basis, and free cash flow of approximately $1.1 billion excluding deal-related costs. Year-to-date free cash flow was $937 million, compared with approximately $425 million a year earlier. Total borrowings were $7.70 billion at quarter end, including $6.1 billion of senior notes issued in November 2023 to fund the Capri acquisition. The Federal Trade Commission filed a lawsuit on April 22, 2024 to block the acquisition, which the company says it intends to contest while working to close the transaction in calendar 2024. The Board declared a quarterly cash dividend of $0.35 per share, payable June 24, 2024, and the company continues to expect an anticipated annual dividend rate of $1.40 per share. Greater China sales declined 2% and North America sales declined 3%, while International revenue grew 3% at constant currency. Investors should weigh the strong cash generation and margin gains against the regulatory risk to the pending Capri transaction.

May 9, 2024 8-K

Tapestry 8-K Report, Regulation FD Disclosure (Apr 22, 2024)

Tapestry, Inc. (NYSE: TPR) disclosed in a Form 8-K filed April 22, 2024 that the U.S. Federal Trade Commission filed a complaint in the U.S. District Court for the Southern District of New York on the same day seeking to enjoin its proposed merger with Capri Holdings Limited. The merger agreement, dated August 10, 2023, provides that Merger Sub, a wholly owned subsidiary of Tapestry, will merge into Capri, with Capri surviving as a wholly owned subsidiary of Tapestry. In response, Tapestry issued a press release (Exhibit 99.1) stating it has full confidence in the transaction's pro-competitive merits, that it has strong legal arguments and will present them in court, and that it is working to close the transaction in calendar year 2024. The release describes the FTC as the last regulator yet to approve the deal. For investors, the key development is the litigation risk to a pending transaction. The filing itself does not state the outcome of the action, any deal terms beyond the agreement's existence, or a timeline for the court proceeding.

Apr 22, 2024 8-K

Regulation FD

Tapestry 8-K Report, Regulation FD Disclosure (Apr 15, 2024)

Tapestry, Inc. (TPR) filed this Current Report under Item 7.01 (Regulation FD Disclosure) to update investors on its previously announced agreement to acquire Capri Holdings Limited. The Merger Agreement, dated August 10, 2023, was entered into with Sunrise Merger Sub, Inc., a wholly owned subsidiary of Tapestry, and Capri Holdings Limited. Completion remains subject to regulatory clearances and other closing conditions specified in the Merger Agreement. The filing reports two regulatory approvals obtained in April 2024: the Fair Trade Commission of Japan (JFTC) approved the Transaction unconditionally on April 10, 2024, and the European Commission (EC) approved it unconditionally under Article 6(1)(b) of the EU Merger Regulation on April 15, 2024. The company states that the only outstanding antitrust approval or clearance is in the United States, and that the parties have obtained approval or clearance in all other jurisdictions where it is a closing condition. The filing is informational in nature and does not provide updated financial figures, deal value, or a revised closing timeline. Investors should note that the information under Item 7.01 is furnished rather than filed for purposes of Section 18 of the Exchange Act, and the filing includes customary forward-looking statements citing risks such as the ability to consummate the transaction on a timely basis and to integrate Capri's operations.

Apr 15, 2024 8-K

Leadership ChangesExhibits & Filings

Tapestry 8-K Report, Executive Changes (Feb 29, 2024)

Tapestry, Inc. (NYSE: TPR) filed this Form 8-K on February 29, 2024 to report that its Board of Directors increased the size of the Board from nine to eleven members and elected Kevin Hourican and David Elkins as directors, effective the same day. Mr. Hourican was appointed to the Human Resources Committee and Mr. Elkins to the Audit Committee. The filing describes Mr. Hourican as President and CEO of Sysco Corporation and Mr. Elkins as Executive Vice President and CFO of Bristol Myers Squibb, per the accompanying press release. Under the company's standard non-employee director compensation arrangements, each new director will receive an annual cash retainer of $100,000 and an annual equity grant with a grant date fair market value of $170,000, made on the date of the annual stockholders' meeting and split 50% stock options and 50% restricted stock units. Each director will also receive an initial equity award with a grant date fair market value of $170,000 on February 29, 2024, split the same way. Both the annual and initial equity awards vest in full one year from grant, subject to continued service. The press release states that the appointments bring Board membership to eleven, including ten independent directors. Chair Anne Gates and CEO Joanne Crevoiserat cited the directors' experience in global growth, transformation, and M&A. The filing's forward-looking statements reference the proposed acquisition of Capri Holdings Limited, which the company names as a pending transaction.

Feb 29, 2024 8-K

Material AgreementsFinancial EventsRegulation FD+1

Tapestry 8-K Report, Financial Results (Feb 8, 2024)

Tapestry, Inc. (NYSE: TPR) reported results for its fiscal second quarter ended December 30, 2023. Net sales were $2.08 billion, up 3% on both a reported and constant currency basis from $2.03 billion a year earlier. Gross margin rose to 71.6% from 68.6%, reflecting a 170 basis point benefit from lower freight expense and operational improvements. Reported operating income was $448 million (21.5% margin), and reported diluted EPS was $1.39, compared with $1.36 in the prior year. On a non-GAAP basis, which excludes Capri acquisition costs, diluted EPS was $1.63. The company generated operating cash flow of $827 million and free cash flow of $804 million in the quarter, and ended the period with inventory of $825 million, below the prior year's $976 million. The quarter was heavily shaped by the pending acquisition of Capri Holdings Limited. Reported net interest expense rose to $49 million from $8 million, reflecting debt raised to finance the deal, and the company recorded about $0.24 per diluted share of acquisition-related costs. Tapestry issued $6.1 billion of USD and EUR bonds in November 2023 at an all-in debt interest rate of 6.5%, and total borrowings were $7.74 billion at quarter-end. The State Administration for Market Regulation in China approved the transaction, and the company expects closing in calendar 2024. Long-term debt was $7,714.4 million at quarter-end, compared with $1,635.8 million at July 1, 2023. Management raised its fiscal 2024 non-GAAP EPS outlook to $4.20 to $4.25, representing 8% to 9% growth, and guided to revenue of approximately $6.7 billion and free cash flow of approximately $1.1 billion, excluding deal-related costs. This outlook explicitly excludes any contribution from or costs related to the Capri acquisition. The board declared a quarterly dividend of $0.35 per share, payable March 25, 2024.

Feb 8, 2024 8-K

Tapestry 8-K Report, Material Agreement (Nov 27, 2023)

Tapestry, Inc. (NYSE: TPR) reported in this Form 8-K that it issued $4.5 billion of senior unsecured notes in U.S. dollars and €1.5 billion of senior unsecured notes in euros on November 27, 2023. The USD tranches carry coupons from 7.000% to 7.850% and mature from 2025 to 2033, while the EUR tranches carry coupons from 5.350% to 5.875% and mature from 2025 to 2031. The company states that together with $1.4 billion of delayed draw term loans, excess cash and anticipated future cash flow, it has fully funded its planned $7.5 billion of debt financing for the pending acquisition of Capri Holdings Limited, subject to closing conditions being satisfied. The company says the financing produced an all-in debt interest rate of 6.5%, including its existing debt, consistent with its original expectations. It also states that the $6.6 billion bridge facility was terminated using the note proceeds and cash on hand. Management points to continued double-digit adjusted EPS accretion and consistent cash flow generation, and it targets a gross leverage ratio below 2.5x Debt/adjusted EBITDA within 24 months after closing. The indentures contain covenants that limit the company's ability to create certain liens, enter into certain sale and leaseback transactions, and merge, consolidate, or transfer or sell all or substantially all of its assets, subject to stated exceptions. BofA Securities, Morgan Stanley and J.P. Morgan acted as joint lead book-running managers for the senior notes offerings.

Nov 27, 2023 8-K

Material AgreementsOther EventsExhibits & Filings

Tapestry 8-K Report, Material Agreement (Nov 21, 2023)

Tapestry, Inc. (NYSE: TPR) filed this Form 8-K to report the pricing and underwriting terms of two senior unsecured note offerings that will fund part of its previously announced acquisition of Capri Holdings Limited (the "Capri Acquisition"). On November 15, 2023, the company entered into an underwriting agreement with BofA Securities, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC for $4.5 billion of U.S. dollar senior unsecured notes across five tranches, with maturities from 2025 to 2033 and coupons ranging from 7.000% to 7.850%. On November 16, 2023, it entered into a separate underwriting agreement for €1.5 billion of euro-denominated senior unsecured notes across three tranches due 2025, 2027 and 2031, with coupons of 5.350%, 5.375% and 5.875%. Both offerings are expected to close on or about November 27, 2023. The company intends to use the net proceeds, together with new term loans, additional debt financing, cash on hand, cash held at Capri, and anticipated future cash flow, to pay a portion of the Capri Acquisition consideration and related fees and expenses. Pending closing of the acquisition, proceeds may be invested in cash equivalents or short-term investments. The notes will be unsecured senior obligations ranking equally with the company's existing senior unsecured debt, effectively junior to any future secured debt, and structurally subordinated to subsidiary liabilities, including certain Capri indebtedness assumed at closing. The indentures will limit the company's ability to create certain liens, enter into certain sale and leaseback transactions, and merge or transfer substantially all of its assets. For investors, the filing mainly establishes the scale and cost of financing for the Capri Acquisition. The filing states the offerings are registered under an automatic shelf registration statement filed February 12, 2021, and that the euro notes are intended to be listed on the New York Stock Exchange. The filing notes the euro offering and the dollar offering are not contingent on each other, so one could close without the other, and the press releases state there is no escrow or security interest for noteholders.

Nov 21, 2023 8-K

Regulation FDOther EventsExhibits & Filings

Tapestry 8-K Report, Regulation FD Disclosure (Nov 9, 2023)

Tapestry, Inc. filed this Form 8-K to provide financial information about Capri Holdings Limited ("Capri") in connection with its proposed acquisition of Capri under the Agreement and Plan of Merger dated August 10, 2023. Under the merger, Sunrise Merger Sub, Inc. will merge into Capri, with Capri surviving as a wholly owned subsidiary of Tapestry. The filing includes Capri's audited financial statements for fiscal years ended April 1, 2023, April 2, 2022 and March 27, 2021, unaudited condensed statements for the periods ended July 1, 2023 and September 30, 2023, unaudited pro forma condensed combined financial statements, and a supplemental non-GAAP pro forma measure (Exhibit 99.5). The filing states the merger consideration is $57.00 per share in cash, and that the transaction values Capri at an enterprise value of approximately $8.5 billion, with closing expected during calendar year 2024. The pro forma statements show Tapestry's financing plan: approximately $6 billion of senior unsecured notes, $1.4 billion of new term loan facilities, and an assumed $900 million interim revolver draw, with cash on hand and future cash flow also used. Pro forma combined net sales for the three months ended September 30, 2023 are $2,804 million, and pro forma net income is $176 million. For the year ended July 1, 2023, pro forma net sales are $12,149 million and pro forma net income is $731 million. The pro forma Adjusted EBITDA is $576 million for the three months ended September 30, 2023 and $2,510 million for the year ended July 1, 2023. Capri's own results for the three months ended September 30, 2023 show revenue of $1,291 million, down from $1,412 million, and net income of $90 million, down from $224 million. Capri's six-month revenue was $2,520 million against $2,772 million in the prior-year period. On November 3, 2023, the FTC issued a Second Request, which extends the Hart-Scott-Rodino waiting period. The filing also notes that the Merger requires Capri shareholder approval, which was obtained on October 25, 2023, as reported in the subsequent events note.

Nov 9, 2023 8-K

Tapestry 8-K Report, Financial Results (Nov 9, 2023)

Tapestry, Inc. (NYSE: TPR) furnished this Form 8-K to report financial results for its fiscal first quarter ended September 30, 2023, via Exhibit 99.1. Net sales were $1.51 billion, slightly above the prior year's $1.51 billion ($1,506.5 million), with the company stating that excluding a 130 basis point currency headwind, revenue increased approximately 2%. Gross margin expanded to 72.5% from 70.0%, and reported diluted EPS was $0.84 versus $0.79 a year earlier. Non-GAAP diluted EPS was $0.93, which the company says is up 18% versus last year, after excluding $26 million of pre-tax acquisition costs related to the proposed Capri Holdings acquisition. Reported operating income was $253.2 million (16.7% margin), roughly flat with $254.3 million a year earlier, while SG&A rose to $844.5 million. Net income was $195.0 million, unchanged from the prior year. Operating cash flow turned positive at $75.3 million versus an outflow of $170.4 million, and free cash flow was an inflow of $54 million. Inventory fell to $942.5 million from $1.14 billion a year earlier, and total borrowings were $1.65 billion against $638.8 million of cash and short-term investments. Tapestry maintained its fiscal 2024 EPS and operating cash flow outlook, now guiding to revenue of approximately $6.7 billion, non-GAAP EPS of $4.10 to $4.15, and free cash flow of approximately $1.1 billion, excluding deal costs. The outlook excludes the Capri acquisition, which the company expects to close in calendar 2024 after the FTC issued a second request on November 3, 2023. The company also declared a quarterly dividend of $0.35 per share payable December 26, 2023.

Nov 9, 2023 8-K

Other Events

Tapestry 8-K Report, Corporate Update (Nov 6, 2023)

Tapestry, Inc. (TPR) filed this Form 8-K under Item 8.01 (Other Events) to update investors on its pending acquisition of Capri Holdings Limited. The Merger Agreement, entered into on August 10, 2023, involves Tapestry, a wholly owned BVI subsidiary (Sunrise Merger Sub, Inc.), and Capri Holdings Limited. On November 3, 2023, Tapestry and Capri each received a Second Request for additional information and documentary materials from the Federal Trade Commission (FTC) in its review of the transaction. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Second Request extends the waiting period until 30 days after both companies have substantially complied with the request, unless extended voluntarily by the parties or terminated sooner by the FTC. Both companies expect to respond promptly and to cooperate with the FTC's review. Tapestry continues to expect the transaction to close in calendar year 2024, subject to expiration or termination of the HSR Act waiting period and satisfaction or waiver of the other closing conditions in the Merger Agreement. The filing also includes standard forward-looking statement cautions noting that timing and completion of the deal are subject to risks and uncertainties beyond the parties' control.

Nov 6, 2023 8-K

Tapestry 8-K Report, Shareholder Vote Results (Nov 3, 2023)

Tapestry, Inc. (TPR) filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held on November 2, 2023. A total of 203,350,107 votes were cast across four proposals, and the filing reports that 24,373,960 broker non-votes applied to the director election and to the say-on-pay proposal. Stockholders elected all nine director nominees, including John P. Bilbrey, Darrell Cavens, Joanne Crevoiserat, Johanna (Hanneke) Faber, Anne Gates, Thomas Greco, Alan Lau, Pamela Lifford, and Annabelle Yu Long. Each nominee received more votes for than against. Bilbrey recorded the highest number of votes against, at 20,404,364. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending June 29, 2024, with 193,242,411 votes for and 9,758,139 votes against. On a non-binding advisory basis, stockholders approved the executive compensation described in the 2023 Proxy Statement, with 168,148,746 votes for and 10,593,876 votes against. On the frequency of future say-on-pay votes, 174,600,728 votes favored an annual vote, compared with 4,054,804 for three years and 130,336 for two years. Following these results, the Board of Directors will continue to hold an annual advisory vote on executive compensation until the next frequency vote.

Nov 3, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Tapestry 8-K Report, Executive Changes (Sep 19, 2023)

Tapestry, Inc. (TPR) disclosed in this Form 8-K, dated September 19, 2023, that director David Denton will not stand for re-election to the Board of Directors at the Company's annual meeting of stockholders for fiscal year 2023, scheduled for November 2, 2023. Mr. Denton advised the Board and the Company on September 13, 2023, that after more than nine years of service, he is stepping away due to other professional obligations. The filing states that Mr. Denton's decision was not due to any disagreement with the Company on any matter. He will continue to serve on the Board until the Annual Meeting. For investors, this is a routine board-succession disclosure with no stated financial impact, no new appointments, and no changes to compensation arrangements reported in the filing.

Sep 19, 2023 8-K

Tapestry 8-K Report, Material Agreement (Sep 1, 2023)

Tapestry, Inc. entered into a series of credit agreements on August 30, 2023 to finance its previously announced acquisition of Capri Holdings Limited under an Agreement and Plan of Merger dated August 10, 2023. The company amended its existing credit agreement, originally dated May 11, 2022 with Bank of America, N.A. as administrative agent, to increase the aggregate revolving facility commitments from $1.25 billion to $2.0 billion. Up to $250 million of the revolver is available on a funds certain basis for the Capri acquisition purchase price, repayment of certain Capri indebtedness, and related fees and expenses. The company also entered into a new Term Loan Credit Agreement committing $1.05 billion of unsecured three-year term loans and $350 million of unsecured five-year term loans, with an uncommitted accordion of up to $300 million. The filing states that Tapestry plans to use these term loans for the same Capri acquisition financing purposes. The company's existing $8.0 billion 364-day bridge facility commitment was reduced to $6.6 billion as a result of the term loan commitments. After the acquisition closes, Tapestry must maintain a maximum Net Leverage Ratio, tested quarterly, of 4.75 to 1.00 until June 28, 2025, 4.50 to 1.00 until June 27, 2026, and 4.00 to 1.00 thereafter. The revolver and term loans carry the same negative covenants and events of default as the existing facility, so the new financing adds substantial leverage tied to the Capri deal.

Sep 1, 2023 8-K

Earnings & ResultsMaterial AgreementsExhibits & Filings

Tapestry 8-K Report, Financial Results (Aug 17, 2023)

Tapestry, Inc. (NYSE: TPR) reported fourth-quarter and fiscal 2023 results for the period ended July 1, 2023, in a press release furnished as Exhibit 99.1. Fourth-quarter net sales were $1.62 billion, flat versus the prior year and up 1% excluding a 180 basis point currency headwind. Gross margin expanded to 72.4% from 68.9%, and diluted EPS rose to $0.95 from $0.75. For the full year, net sales were $6.66 billion versus $6.68 billion, and diluted EPS was a record $3.88 versus $3.17 in the prior year. Net income was $936 million, and free cash flow was $791 million. The company also returned approximately $1 billion to shareholders in fiscal 2023 through $700 million of share repurchases and $283 million of dividends. The Board approved a quarterly dividend of $0.35 per share for fiscal 2024, an increase of 17% and an anticipated annual rate of $1.40 per share. Share repurchases are suspended ahead of the planned acquisition of Capri Holdings Limited, which the filing says is expected to close in calendar 2024, and remain suspended until gross Debt/EBITDA falls under 2.5x. For fiscal 2024, Tapestry guided to revenue approaching $6.9 billion, an increase of approximately 3% to 4%, and diluted EPS of $4.10 to $4.15, growth of approximately 6% to 7%. The guidance excludes any contribution from the Capri acquisition and includes a $0.10 negative impact from the suspended buybacks. The company said it cannot reconcile its non-GAAP outlook to GAAP without unreasonable effort.

Aug 17, 2023 8-K

Tapestry 8-K Report, Material Agreement (Aug 10, 2023)

On August 10, 2023, Tapestry, Inc. (NYSE: TPR) entered into an Agreement and Plan of Merger with its wholly owned subsidiary Sunrise Merger Sub, Inc. and Capri Holdings Limited under which Capri will become a wholly owned subsidiary of Tapestry. Capri shareholders will receive $57.00 per share in cash, which the filing's press release describes as a total enterprise value of approximately $8.5 billion. The transaction is subject to Capri shareholder approval, Hart-Scott-Rodino and other regulatory approvals, and other customary conditions, has no financing condition, and has an outside date of August 10, 2024, subject to extensions. Capri would pay Tapestry a $240 million termination fee in specified circumstances, including if Capri's board changes its recommendation or it accepts a Superior Proposal. Tapestry has secured an $8.0 billion, 364-day senior unsecured bridge loan commitment from Bank of America, N.A., BofA Securities, Inc., and Morgan Stanley Senior Funding, Inc. The filing states the purchase price is expected to be funded by a combination of senior notes, term loans, and excess Tapestry cash, and that Tapestry will suspend share repurchases to prioritize debt reduction. The company targets leverage below 2.5x Debt/EBITDA within 24 months after closing and a long-term leverage target under 2.5x. The press release states the deal is expected to close in calendar year 2024 and that the combination is expected to be immediately accretive on an adjusted EPS basis. Tapestry also disclosed that its Board approved a 17% increase in its quarterly dividend, which the press release states would result in an anticipated payout of $1.40 per share, or approximately $325 million, in Fiscal Year 2024. Tapestry expects to report fiscal fourth-quarter and full-year 2023 results on August 17, 2023, with annual revenue and diluted EPS consistent with its previously issued guidance range.

Aug 10, 2023 8-K

Other Events

Tapestry 8-K Report, Corporate Update (Jun 7, 2023)

Tapestry, Inc. (TPR) filed a Current Report on Form 8-K under Item 8.01 (Other Events) on June 7, 2023 to announce the passing of Sir Ivan Menezes, a member of its board of directors, who died after a brief illness. The company released a statement describing his roughly two decades of service: he joined the Coach, Inc. board in February 2005 and contributed to Tapestry's transformation through his international experience, strategic insight and leadership with consumer companies. The statement quotes Chief Executive Officer Joanne Crevoiserat and Board Chair Anne Gates, who praised his business acumen and his commitment to sustainability and an equitable, inclusive and diverse world, and who extended condolences to his family and friends. The filing also summarizes his career, including executive leadership roles at Diageo plc, where he was most recently Executive Director and Chief Executive, as well as senior marketing positions at Whirlpool Europe and a principal role at Booz Allen Hamilton, Inc. in Chicago and London. The filing contains no financial results, guidance, or financial metrics. For investors, its significance is limited to a board vacancy and the governance transition that follows, and it does not disclose any changes to the company's operations or financial position.

Jun 7, 2023 8-K/A

Tapestry 8-K/A Report, Executive Changes (May 19, 2023)

Tapestry, Inc. (TPR) filed this Form 8-K on May 19, 2023 to report a board change under Item 5.02. On April 12, 2023, the Board increased its size to eleven members and elected Alan Lau as a director, effective that same day. The filing states that Mr. Lau's appointment had originally been reported in the Company's Form 8-K filed April 13, 2023, and that his committee assignment had not been determined at that time. The filing states that on May 18, 2023, the Board confirmed Mr. Lau's appointment to the Audit Committee. This supplemental disclosure completes the committee assignment left open in the April filing. The filing contains no financial results, guidance, or other operating information. For investors, this is a governance update rather than a material financial event. It shows an expanded board and a new independent member assigned to the Audit Committee, which oversees financial reporting and internal controls.

May 19, 2023 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

Tapestry 8-K Report, Financial Results (May 11, 2023)

Tapestry, Inc. (NYSE: TPR) reported results for its fiscal third quarter ended April 1, 2023, with net sales of $1.51 billion, up 5% on a reported basis and 9% on a constant currency basis compared with $1.44 billion in the prior year. Gross margin was 72.8%, a 290 basis point improvement from 69.9%, driven by lower freight expense and operational improvements. Operating income rose to $226 million (15.0% operating margin) from $169 million (11.8%), and diluted EPS was $0.78 versus $0.46 a year earlier, which the company says was significantly ahead of expectations. Management raised its fiscal 2023 outlook, replacing all prior guidance. Revenue is now expected to approach $6.7 billion, and diluted EPS is guided to $3.85 to $3.90. The company continues to expect to return approximately $1.0 billion to shareholders in fiscal 2023, including about $700 million of share repurchases and about $300 million of dividends at an annual rate of $1.20 per share. Year-to-date through the third quarter, it had repurchased 13.1 million shares for $500 million. Balance sheet items at quarter-end included cash, cash equivalents and short-term investments of $652 million, total borrowings of $1.67 billion, and inventory of $934 million, about 2% above the prior year. Year-to-date operating cash flow was $575 million and free cash flow was $425 million. The outlook assumes no further U.S. Dollar appreciation, a gradual recovery in Greater China, and no material worsening of inflation or consumer confidence.

May 11, 2023 8-K

Tapestry 8-K Report, Executive Changes (Apr 13, 2023)

Tapestry, Inc. (NYSE: TPR) filed this Form 8-K on April 13, 2023 to report two governance actions. On April 12, 2023, the Board increased its size to eleven members and elected Alan Lau as a director, effective that day. Mr. Lau will receive an annual cash retainer of $100,000 and an annual equity grant with a grant-date fair value of $170,000 at the annual meeting, split 50% stock options and 50% restricted stock units, vesting in full one year from grant. He also receives an initial equity award with a grant-date fair value of $170,000 on April 12, 2023, split the same way and vesting on the one-year anniversary of grant. Separately, effective April 12, 2023, the Board approved an amendment and restatement of the Company's Bylaws, primarily to address procedures for stockholder proposals and director nominations under the SEC's universal proxy rules. Key changes include requiring nominating stockholders to comply with Rule 14a-19, requiring proposed nominees to give undertakings about their willingness to serve, reserving the white proxy card color for the Board's exclusive use, and barring stockholders from proposing "alternate" or "substitute" nominees. The bylaws also include technical updates for virtual meetings following an October 2022 change to the Maryland General Corporation Law. The filing attaches a press release dated April 13, 2023, announcing Mr. Lau's appointment. The release states that his experience in digital engagement, technology and data analytics, and the China market will support the company's digital strategy. The filing does not report financial results or guidance.

Apr 13, 2023 8-K

Tapestry 8-K Report, Financial Results (Feb 9, 2023)

Tapestry, Inc. (NYSE: TPR) furnished an 8-K on February 9, 2023 reporting results for its fiscal second quarter ended December 31, 2022. Net sales were $2.03 billion versus $2.14 billion a year earlier, a reported decrease of approximately 5%, or approximately 2% excluding a 380 basis point currency headwind. Diluted EPS was $1.36 versus $1.15 in the prior year period, with net income of $330 million; the company cited $0.11 of currency headwinds and said EPS grew approximately 10% excluding that impact against prior-year non-GAAP EPS of $1.33. Gross margin was 68.6% versus 68.1%, and operating margin was 20.6% versus 21.6% reported in the prior year. The company raised its fiscal 2023 earnings outlook, now expecting diluted EPS of approximately $3.70 to $3.75, and revenue of approximately $6.6 billion, a slight decrease from the prior year due to roughly 300 basis points of FX pressure, with constant currency growth of approximately 2% to 3%. Management reiterated plans to return approximately $1.0 billion to shareholders in fiscal 2023, including about $700 million in share repurchases and an annual dividend of $1.20 per share, and said it has bought back 8.4 million shares for $300 million year-to-date. Regional trends were mixed. Greater China revenue declined 20% in constant currency, although management said trends improved significantly quarter-to-date in fiscal Q3. Inventory was $976 million versus $750 million a year earlier, and management expects year-end inventory up single digits. Free cash flow for the quarter was $552 million, compared with $608 million in the prior year. The outlook assumes no further U.S. Dollar appreciation and a gradual recovery in Greater China.

Feb 9, 2023 8-K

Tapestry 8-K Report, Shareholder Vote Results (Nov 17, 2022)

Tapestry, Inc. (TPR) filed this Current Report on Form 8-K on November 17, 2022 to report the results of matters submitted to a vote of security holders at its Annual Meeting held on November 15, 2022. A total of 219,113,439 votes were cast across the proposals described. Stockholders elected all ten director nominees: John P. Bilbrey, Darrell Cavens, Joanne Crevoiserat, David Denton, Johanna (Hanneke) Faber, Anne Gates, Thomas Greco, Pamela Lifford, Annabelle Yu Long, and Ivan Menezes. Each nominee received substantially more votes for than against, though Ivan Menezes drew the most votes against (7,922,981) and Anne Gates the second most (4,814,242). The filing reports 21,509,506 broker non-votes for each director candidate. Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending July 1, 2023, with 214,798,642 votes for and 3,985,896 against. In a non-binding advisory vote, stockholders approved the executive compensation described in the 2022 Proxy Statement, with 189,850,563 votes for and 7,453,327 against.

Nov 17, 2022 8-K

Regulation FDExhibits & Filings

Tapestry 8-K Report, Financial Results (Nov 10, 2022)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2023 first quarter results for the quarter ended October 1, 2022, in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales were $1.51 billion ($1,506.5 million), up 2% on a reported basis from $1.48 billion, and up over 5% excluding a 370 basis point currency headwind. Diluted EPS was $0.79 versus $0.80 in the prior year period, and operating income was $254.3 million, with an operating margin of 16.9% compared with 19.9% a year earlier. The company said results were ahead of expectations, with International sales rising 11% at constant currency while Greater China declined 11% due to COVID-related disruption, and North America revenue rose slightly. The company lowered its fiscal 2023 earnings outlook, citing an estimated $0.20 headwind from further U.S. Dollar strengthening. Guidance now calls for revenue of $6.5 billion to $6.6 billion, a slight decline on a reported basis, with 2% to 4% constant currency growth, and diluted EPS of $3.60 to $3.70, which includes a currency headwind of approximately $0.50. Excluding FX, the company said its earnings outlook is unchanged. Tapestry continues to expect to return approximately $1.0 billion to shareholders in fiscal 2023, including about $700 million of share repurchases and a $1.20 annual dividend. Balance sheet and cash flow were weaker in the quarter. Free cash flow was an outflow of $198 million versus an outflow of $12 million a year earlier, and inventories rose to $1.14 billion from $818 million a year ago. Cash and short-term investments were $557 million against total borrowings of $1.68 billion. The company reiterated its 2025 strategic growth plan and financial targets from its September 2022 Investor Day.

Nov 10, 2022 8-K

Tapestry 8-K Report, Regulation FD Disclosure (Sep 9, 2022)

Tapestry, Inc. (NYSE: TPR) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish a press release issued September 9, 2022 in connection with its 2022 Investor Day. The press release introduces the company's 2025 growth strategy and financial targets, building on the success of its Acceleration Program. The company describes its strategy as resting on four priorities: building lasting customer relationships, fueling fashion innovation and product excellence, delivering omni-channel experiences, and powering global growth with a focus on North America and China. The headline fiscal 2025 targets are revenue of $8 billion, representing a three-year CAGR of 6% to 7%; operating margin in the area of 19%, roughly 100 basis points of expansion versus FY22; and earnings per diluted share of over $5, for a low-to-mid-teens three-year CAGR. By brand, Coach is targeted at $5.7 billion in revenue with a 30% operating margin, Kate Spade at $1.9 billion with a mid-teens operating margin, and Stuart Weitzman at $450 million with a high-single-digit operating margin. Kate Spade is also described as on track to reach $2 billion in revenue and a high-teens operating margin. On capital returns, the company plans to return $3 billion to shareholders cumulatively through fiscal 2025 via dividends and share repurchases, supported by a targeted dividend payout ratio of 35% to 40% and share repurchases of at least $700 million annually. The targets incorporate the previously announced fiscal 2023 outlook and rest on stated assumptions, including no further appreciation of the USD, gradual recovery in Greater China, no material worsening of inflation or consumer confidence, and no benefit from a potential reinstatement of the Generalized System of Preferences. The company cautions that results could differ materially from the outlook.

Sep 9, 2022 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

Tapestry 8-K Report, Financial Results (Aug 18, 2022)

Tapestry, Inc. reported fiscal 2022 fourth-quarter and full-year results for the periods ended July 2, 2022, in a press release furnished as Exhibit 99.1. Fourth-quarter net sales were $1.62 billion, roughly flat versus the prior year on a reported basis, with reported diluted EPS of $0.75 and non-GAAP diluted EPS of $0.78. Full-year net sales reached a record $6.68 billion, up 16% on a reported basis, with reported diluted EPS of $3.17 and non-GAAP diluted EPS of $3.47. Digital revenue reached $2.0 billion, accounting for 30% of total revenue. The company returned approximately $1.9 billion to shareholders in fiscal 2022 through $1.6 billion of share repurchases and $264 million of dividends. The Board approved a 20% dividend increase to a quarterly rate of $0.30 per share, for an anticipated annual rate of $1.20. For fiscal 2023, Tapestry expects revenue of about $6.9 billion, reported EPS of $3.80 to $3.90, and approximately $700 million in share repurchases, with total shareholder returns of about $1.0 billion. Free cash flow for fiscal 2022 was an inflow of $759 million, compared with $1.21 billion in the prior year. Year-end inventory rose to $994 million from $735 million, with in-transit goods the largest driver. The company also noted a $54 million loss on debt extinguishment tied to a $500 million cash tender, and said it does not expect further Acceleration Program charges in fiscal 2023.

Aug 18, 2022 8-K

Tapestry 8-K Report, Financial Results (Aug 4, 2022)

Tapestry, Inc. (NYSE: TPR) filed this Form 8-K on August 4, 2022 to report two leadership changes and to furnish a press release. Chief Operations Officer Tom Glaser, 61, has decided to retire and will remain with the Company through October 1, 2022 to assist with the transition. Chief Financial Officer Scott Roe has been appointed Chief Operating Officer effective August 4, 2022, while continuing as CFO, a role he has held since June 2021. Under a letter agreement, Roe's base salary and target bonus are unchanged, and his annual equity grant guideline rises from $2,750,000 to $3,250,000. He has also relinquished his role as Head of Strategy, which CEO Joanne Crevoiserat will now oversee along with the Strategy and Consumer Insights organization. The press release states that the Company is maintaining its Fiscal 2022 financial outlook and expects to report fiscal 2022 fourth quarter and full year results on August 18, 2022. It also plans to host an Investor Day on September 9, 2022 to discuss long-term strategic initiatives and financial outlook. The filing's Item 2.02 incorporates the press release's fourth-quarter and full-year performance information by reference, but the filing itself contains no specific financial results figures. For investors, the key points are the management consolidation under Roe, which places operations, supply chain, and information technology under the finance chief, and the upcoming earnings and Investor Day events that will provide further detail on performance and long-term plans.

Aug 4, 2022 8-K

Earnings & ResultsOther EventsExhibits & Filings

Tapestry 8-K Report, Financial Results (May 12, 2022)

Tapestry, Inc. (NYSE: TPR) reported fiscal 2022 third-quarter results for the quarter ended April 2, 2022, with net sales of $1.44 billion, up 13% from $1.27 billion a year earlier. Reported net income was $123 million and diluted EPS was $0.46, compared with $92 million and $0.32 in the prior-year quarter. Non-GAAP diluted EPS was $0.51, and reported operating margin was 11.8%. North America revenue grew 22%, which offset a mid-teens decline in Mainland China attributed to COVID-19 resurgence. Gross margin was 69.9%, down from 71.6%, as incremental freight expense of $63 million (440 basis points) was absorbed to maintain product flow. The company raised its shareholder-return outlook for fiscal 2022 to approximately $1.9 billion, from over $1.5 billion previously, and the Board approved a new $1.5 billion share repurchase authorization. The company expects to repurchase $1.6 billion of stock in fiscal 2022, up from $1.25 billion previously, and had $350.2 million remaining under its existing $1.00 billion authorization. Tapestry also refinanced its credit facility in May 2022, extending maturity to May 2027 and upsizing the revolver to $1.25 billion. Fiscal 2022 guidance was set at revenue of approximately $6.7 billion and diluted EPS in the area of $3.45 on a non-GAAP basis. The company cited a $0.25 to $0.30 headwind from incremental COVID-related pressure in China and an approximately $0.17 impact from the GSP program not being adopted in the current fiscal year. Excluding these external factors, management said the outlook would have been $0.25 to $0.30 ahead of the prior outlook.

May 12, 2022 8-K

Material AgreementsFinancial EventsOther Events+1

Tapestry 8-K Report, Material Agreement (May 12, 2022)

On May 12, 2022, Tapestry, Inc. disclosed that it has entered into a definitive agreement, dated as of May 11, 2022, to refinance and replace its existing unsecured revolving facility dated October 24, 2019 with a new $1.25 billion unsecured revolving credit facility and a new $500 million unsecured delayed draw term loan facility. Bank of America, N.A. is administrative agent, with a syndicate of lenders. Both facilities mature May 11, 2027. The revolver may be increased by up to $500 million, can be drawn in Euros, Pounds Sterling, Japanese Yen or U.S. Dollars, and may be used for working capital, capital expenditures, share purchases, dividends and general corporate purposes, including commercial paper back-up. The term loan is available to be drawn on or prior to July 8, 2022 and will be used to satisfy the Company's remaining obligations under its 3.000% Senior Notes due 2022 and for general corporate purposes. The filing also reports that on May 11, 2022 the Company issued a conditional notice to redeem in full its $400 million of 3.000% senior notes due July 15, 2022, at 100.00% of principal plus accrued and unpaid interest. The redemption is expected on June 15, 2022 and is conditioned on the Company's ability to borrow the redemption amount under the new credit facilities. The new facilities carry a maximum quarterly 4.0 to 1.0 ratio of consolidated debt minus unrestricted cash in excess of $300 million to consolidated EBITDAR, along with customary negative covenants and events of default. Prepayments are permitted without premium other than customary breakage costs.

May 12, 2022 8-K