01—Abstract
Summary
Summary of the 8-K filed February 29, 2024. Cited figures are marked; the original filing is the authoritative source.
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 $100,000a 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 $170,000b 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.
02—Key points
Key Highlights
- Board size increased from nine to eleven members, with Kevin Hourican and David Elkins elected as directors effective February 29, 2024.
- Hourican joins the Human Resources Committee and Elkins joins the Audit Committee, each effective February 29, 2024.
- Each new director receives a $100,000 annual cash retainer under the standard non-employee director arrangements.
- Each new director receives an annual equity grant valued at $170,000 on the annual meeting date, split 50% stock options and 50% restricted stock units.
- Each new director receives an initial equity award valued at $170,000 on February 29, 2024, split 50% stock options and 50% restricted stock units, vesting on the one-year anniversary.
- The press release states the Board will include ten independent directors out of eleven members.
- The filing references the proposed acquisition of Capri Holdings Limited in its forward-looking statements.
03—Questions
Frequently Asked Questions
Who were the new directors appointed to Tapestry's Board?
Kevin Hourican, President and CEO of Sysco Corporation, and David Elkins, Executive Vice President and CFO of Bristol Myers Squibb, were appointed to the Board effective February 29, 2024.
What committees will the new directors serve on?
Mr. Hourican was appointed to the Human Resources Committee and Mr. Elkins to the Audit Committee, each effective February 29, 2024.
How are the new directors compensated?
They receive an annual cash retainer of $100,000 and an annual equity grant with a fair market value of $170,000, split 50% stock options and 50% restricted stock units, vesting one year from grant. They also receive an initial equity award of $170,000 on February 29, 2024, with the same split and a one-year vesting period.
Did the new directors have any arrangements or related-party transactions with the company?
The filing states there are no arrangements or understandings between either director and any other person under which they were elected, and no transactions requiring disclosure under Item 404(a) of Regulation S-K since the beginning of the last fiscal year or currently proposed.
How does the Board's composition change after these appointments?
Per the press release, the Board grows to eleven members, including ten independent directors. The filing also states the Board size was increased from nine to eleven members.
04—Continue