Current Report Filing (8-k)
August 26 2016 - 4:32PM
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): August 22,
2016
Coach, Inc.
(Exact
name of registrant as specified in its charter)
Maryland
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1-16153
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52-2242751
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(State of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10 Hudson Yards, New York, NY 10001
(Address
of principal executive offices) (Zip Code)
(212) 594-1850
(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.
(e) On August 22, 2016, Coach, Inc. (“Coach” or the “Company”)
entered into letter agreements (the “Letter Agreements”) outlining
modified employment terms for the following named executive officers
(the “NEOs”):
Victor Luis – Chief Executive Officer; and
Ian Bickley – President, International Group.
The Human Resources Committee of the Coach Board of Directors (the
“Committee”), with the support of the Company’s management, increased
the period that each NEO be required to provide the Company with advance
written notice of his intent to terminate employment from three (3)
months to six (6) months. The Company’s requirement to provide Mr. Luis
with mutual advance written notice was also increased from three (3) to
six (6) months. In addition, Mr. Luis will be entitled to continue to
vest in his annual equity awards (other than his appointment performance
restricted stock unit grant) through the end of the six (6)-month notice
period in the event Mr. Luis notifies the Company of his intent to
terminate his employment without good reason and the Company elects to
shorten the notice period. The Committee also approved a requirement
that, in the event Mr. Luis decides to accept other employment
(including, but not limited to employment with a competitor of Coach)
during the period he is subject to non-competition provisions, he is
required to inform the Company and provide the name his future employer,
his title, duties and start date. The penalties for violation will be
consistent with the penalties for violation of the notice provision in
his Letter Agreement (Mr. Bickley was already subject to this
requirement). The Committee also approved a requirement that, in the
event Mr. Bickley’s employment is terminated for any reason other than
for cause, and Coach prevents him from working for a competitor in
connection with his existing non-compete requirements, he will be paid
his existing salary during the remainder of his non-compete period, so
long as severance or other termination payments are not paid to him
during this period (Mr. Luis already had this provision in his existing
employment letter).
The Letter Agreements amend each NEO’s existing employment letter, to
the extent necessary, to reflect these modified employment terms. A
portion of the annual equity awards granted to each of Mr. Luis and Mr.
Bickley was in consideration for their entering into their respective
Letter Agreements.
Except as specifically set forth in the Letter Agreements and summarized
herein, the terms and conditions of each NEO’s employment with Coach
(including the terms of any employment letter, restrictive covenants
agreement or equity agreement between the NEO and Coach) remain in
effect following the effective date of the Letter Agreements.
The Letter Agreements are filed as Exhibit 10.1 and 10.2 to this Current
Report on Form 8-K and are incorporated herein by reference. The
foregoing summary is qualified in its entirety by the terms of the
actual Letter Agreements.
Item 9.01 Financial Statements and Exhibits.
(d)
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Exhibits.
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10.1
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Letter Agreement, dated August 22, 2016, between Coach and Victor
Luis
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10.2
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Letter Agreement, dated August 22, 2016, between Coach and Ian
Bickley
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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: August 26, 2016
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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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President, Chief Administrative Officer
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and Secretary
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EXHIBIT INDEX
10.1 Letter Agreement, dated August 22, 2016, between Coach and Victor
Luis
10.2 Letter Agreement, dated August 22, 2016, between Coach and Ian
Bickley
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