Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Andre Cohen
On April 22, 2016, the Board promoted Andre Cohen, the Company’s
President, North America, to the role of President, North America and
Global Marketing, effective May 1, 2016. In addition to his current
responsibilities, Mr. Cohen will now have oversight of North America
wholesale and global marketing, customer experience and digital
operations of the Company’s Coach brand.
In connection with his promotion, the Human Resources Committee (the
“Committee”) of the Board approved a base salary for Mr. Cohen of
$950,000, effective May 1, 2016. The Committee also approved a guideline
annual equity grant for Mr. Cohen of $1,200,000 (at target) for fiscal
year 2017, to be granted in accordance with the Company’s stock
incentive plan.
Todd Kahn
On April 22, 2016, the Board appointed Todd Kahn, age 52, as the
Company’s President, Chief Administrative Officer and Secretary,
effective May 1, 2016. In addition to his current responsibilities and
oversight, Mr. Kahn will now have oversight of information technology,
supply chain, global environments and procurement, and shared
responsibility for global inventory management with Jane Hamilton
Nielsen, the Company’s Chief Financial Officer. Since joining the
Company in January 2008, Mr. Kahn has succeeded in roles of increasing
responsibility, including serving as Chief Administrative Officer,
General Counsel and Secretary since August 2015. Prior year
biographical information can be found in the Executive Officers section
of the Company’s Definitive Proxy Statement for the 2015 Annual Meeting
of Stockholders, filed with the SEC on September 25, 2015.
In connection with his appointment, the Committee approved a base salary
for Mr. Kahn of $750,000, effective May 1, 2016. The Committee has also
approved a target bonus opportunity for Mr. Kahn for fiscal year 2017
equivalent to 100% of his base salary (with payment ranging from 0 –
200% of target subject to performance) and a guideline annual equity
grant of $1,000,000 (at target) for fiscal year 2017, to be granted in
accordance with the Company’s stock incentive plan.
Jane Hamilton Nielsen
On April 22, 2016, the Committee approved a base salary of $700,000 for
Jane Hamilton Nielsen, the Company’s Chief Financial Officer, effective
May 1, 2016. The Committee also approved a guideline annual equity grant
for Ms. Nielsen of $1,000,000 (at target) for fiscal year 2017, to be
granted in accordance with the Company’s stock incentive plan. The
foregoing compensation changes reflect Ms. Nielsen now reporting
directly to Victor Luis, the Company’s Chief Executive Officer, and
having shared responsibility for global inventory management with Mr.
Kahn.
Except as specifically set forth above, the terms and conditions of each
of Messrs. Kahn and Cohen and Ms. Nielsen’s employment with the Company
(including the terms of any employment letter, restrictive covenants
agreement or equity agreement between the executive and the Company)
remain in effect following May 1, 2016.
Gebhard Rainer
On April 26, 2016, the Company announced that Gebhard Rainer, the
Company’s President and Chief Operating Officer, will be leaving the
Company effective April 26, 2016. Mr. Rainer is eligible for separation
pay under the terms of his employment offer letter and the Company’s
severance plan, subject to him signing a separation agreement. The terms
of Mr. Rainer’s separation arrangement with the Company will be reported
in a future Current Report on Form 8-K when finalized.
Forward-Looking Statements
Certain statements in this Form 8-K are “forward-looking statements,”
which can be identified by the use of forward-looking terminology such
as “believe,” “may,” “will,” “should,” “to achieve,” “expect,”
“generate,” “intend,” “estimate,” “are positioned to,” “continue,”
“project,” “guidance,” “target,” “forecast,” “anticipated,” “plan,”
“potential,” the negative of these terms or comparable terms, and
similar or other references to future periods. Statements herein
regarding the Company’s business strategies; its operational efficiency
activities; its plans, objectives, goals, beliefs, future events,
business conditions, results of operations and financial position; and
its business outlook and business trends are forward-looking statements.
Forward-looking statements are neither historical facts nor assurances
of future performance. Instead, they are based only on the Company’s
current beliefs, expectations and assumptions regarding the future of
its business, future plans and strategies, projections, anticipated
events and trends, and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to
predict and many of which are outside of the Company’s control. The
Company’s actual results and financial condition may differ materially
from those indicated in the forward-looking statements. Important
factors that could cause our actual results and financial condition to
differ materially from those indicated in the forward-looking statements
include, among others, the following:
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the Company’s ability to successfully execute and achieve the
anticipated cost savings, efficiencies, and other benefits related
to its transformation initiatives and operational efficiency
strategies;
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the Company’s ability to successfully execute its growth strategies,
including its efforts to expand internationally into a global
lifestyle brand;
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the Company’s exposure to international risks, including currency
fluctuations and changes in economic or political conditions in
the markets where we sell and source our product;
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the Company’s ability to control costs;
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the Company’s ability to achieve the intended benefits, cost savings
and synergies from acquisitions;
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the effect of existing and new competition in the marketplace;
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the Company’s ability to retain the value of the Coach brand and the
Stuart Weitzman brand and to respond to changing fashion trends in a
timely manner;
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the effect of seasonal and quarterly fluctuations in the Company’s
sales or its operating results;
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the Company’s ability to protect against infringement of its
trademarks and other proprietary rights; and
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such other risk factors as set forth in the Company’s Annual Report
on Form 10-K for the fiscal year ended June 27, 2015 and its other
SEC filings.
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The Company assumes no obligation to revise or update any such
forward-looking statements for any reason, except as required by law.