Current Report Filing (8-k)
November 06 2015 - 6:46AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): November 4, 2015
Coach,
Inc.
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(Exact
name of registrant as specified in its charter)
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Maryland
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1-16153
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52-2242751
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(State of Incorporation)
|
|
(Commission File Number)
|
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(IRS Employer
Identification No.)
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516 West 34th Street, New York, NY 10001
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(Address
of principal executive offices) (Zip Code)
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(212) 594-1850
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(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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
At the 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”)
of Coach, Inc. (the “Company”) held on November 4, 2015, the Company’s
stockholders, upon the recommendation of the Board of Directors (the
“Board”), approved the Amended and Restated Coach, Inc. 2010 Stock
Incentive Plan (Amended and Restated as of September 18, 2015) (the
“Amended Plan”), which was previously adopted by the Board, subject to
approval by the Company’s stockholders. The Amended Plan (i) authorizes
12,000,000 additional shares of Coach’s common stock for issuance,
increasing the number of shares available for awards from 37,900,000 to
49,900,000; (ii) extends minimum vesting limitations to all awards made
to employees, consultants and non-employee directors (rather than just
full-value awards made to employees) and (iii) clarifies that,
consistent with Coach’s practice, shares withheld to satisfy recipients’
tax withholding obligations on any type of award will not be available
for future grants.
A more detailed summary of the Amended Plan can be found in the
Company’s Proxy Statement for the 2015 Annual Meeting filed with the
U.S. Securities and Exchange Commission (the "SEC") on September 25,
2015 (the “Proxy Statement”). The foregoing and the summary in the Proxy
Statement are not complete summaries of the terms of the Amended Plan
and are qualified by reference to the text of the Amended Plan, which is
filed as Appendix B to the Proxy Statement and incorporated by reference
as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the
quarter ended September 26, 2015, which was filed with the SEC on
November 4, 2015.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 4, 2015, the Company held its 2015 Annual Meeting of
Stockholders. Stockholders were asked to vote with respect to four
proposals. A total of 235,082,399 votes were cast as follows:
Proposal Number 1 – Election of Directors: Each of the
candidates listed received the number of votes set forth next to his/her
respective name. In addition, there were 33,233,668 broker non-votes
for each candidate with respect to this proposal.
Name
|
Votes For
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Votes Against
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Votes Abstaining
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David Denton
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197,069,895
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4,265,295
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513,541
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Andrea Guerra
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199,802,667
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1,541,946
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504,118
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Susan Kropf
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196,892,365
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4,408,565
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547,801
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Victor Luis
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198,879,415
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2,455,969
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513,347
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Ivan Menezes
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196,466,809
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4,825,631
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556,291
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William Nuti
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194,623,026
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6,710,767
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514,938
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Stephanie Tilenius
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197,061,956
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4,275,702
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511,073
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Jide Zeitlin
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177,133,743
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24,174,270
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540,718
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Proposal Number 2 – Ratification of the appointment of Deloitte &
Touche LLP as the Company’s independent registered public accounting
firm for fiscal year 2016:
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-votes
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230,964,639
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3,709,007
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408,753
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0
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Proposal Number 3 – Approval, on a non-binding advisory basis, of the
Company’s executive compensation as disclosed in the Proxy Statement for
the 2015 Annual Meeting:
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-votes
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145,143,857
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56,060,058
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644,816
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33,233,668
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Proposal Number 4 – Approval of the Amended and Restated Coach, Inc.
2010 Stock Incentive Plan (Amended and Restated as of September 18,
2015):
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-votes
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167,728,860
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33,487,157
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632,714
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33,233,668
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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:
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November 6, 2015
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COACH, INC.
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By:
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/s/ Todd Kahn
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Todd Kahn
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Chief Administrative Officer,
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General Counsel & Secretary
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