Current Report Filing (8-k)
November 10 2016 - 4:37PM
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
10, 2016
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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
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(Commission File Number)
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(IRS Employer
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Incorporation)
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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.
At the 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”)
of Coach, Inc. (the “Company”) held on November 10, 2016, 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 23, 2016) (the
“Amended Stock Incentive Plan”) and the Amended and Restated Coach, Inc.
2001 Employee Stock Purchase Plan (the “Amended ESPP”), each of which
was previously adopted by the Board, subject to approval by the
Company’s stockholders. The Amended Stock Incentive Plan (i) authorizes
5,000,000 additional shares of Coach’s common stock for issuance,
increasing the number of shares available for awards from 49,900,000 to
54,900,000 and (ii) in response to recent changes in applicable
accounting standards, provides that the number of shares that may be
surrendered by a participant to satisfy withholding taxes with respect
to an award may be based on the maximum applicable statutory withholding
rates rather than the minimum statutory withholding rates. The Amended
ESPP (i) authorizes 1,500,000 additional shares of Coach’s common stock
for issuance, increasing the number of shares available for awards from
2,400,000 to 3,900,000; (ii) adds flexibility to modify the terms of
participation for non-U.S. employees and explicitly authorizes the
designation of participating subsidiaries and (iii) extends the term of
the Amended ESPP through the 10-year anniversary of the offering date
following stockholder approval of the Amended ESPP.
A more detailed summary of each of the Amended Stock Incentive Plan and
the Amended ESPP can be found in the Company’s Proxy Statement for the
2016 Annual Meeting filed with the U.S. Securities and Exchange
Commission (the "SEC") on September 30, 2016 (the “Proxy Statement”).
The foregoing and the summary in the Proxy Statement are not complete
summaries of the terms of the Amended Stock Incentive Plan or the
Amended ESPP and are qualified by reference to the text of the Amended
Stock Incentive Plan and the Amended ESPP, which are filed as Appendix B
and Appendix C to the Proxy Statement and incorporated by reference as
Exhibit 10.5 and Exhibit 10.6, respectively, to the Company’s Quarterly
Report on Form 10-Q for the Quarter ended October 1, 2016, which was
filed with the SEC on November 9, 2016.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 10, 2016, the Company held its 2016 Annual Meeting of
Stockholders. Stockholders were asked to vote with respect to six
proposals. A total of 251,285,443 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 27,601,481 broker non-votes
for each candidate with respect to this proposal.
Name
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Votes For
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Votes Against
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Votes Abstaining
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David Denton
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222,262,836
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868,124
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553,002
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Andrea Guerra
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222,082,972
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1,074,474
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526,516
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Susan Kropf
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220,129,915
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2,295,643
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1,258,404
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Annabelle Yu Long
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221,866,610
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1,290,435
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526,917
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Victor Luis
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222,173,693
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954,014
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556,255
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Ivan Menezes
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220,295,410
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2,102,485
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1,285,067
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William Nuti
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213,460,538
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9,667,072
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556,352
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Stephanie Tilenius
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220,648,409
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2,486,555
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548,998
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Jide Zeitlin
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220,691,956
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2,431,502
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560,504
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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 2017:
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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248,190,902
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2,428,933
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665,608
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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 2016 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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215,877,000
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6,834,668
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972,294
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27,601,481
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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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197,118,984
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26,069,343
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495,635
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27,601,481
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Proposal Number 5 – Approval of the Amended and Restated Coach, Inc.
2001 Employee Stock Purchase Plan:
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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221,284,150
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1,439,702
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960,110
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27,601,481
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Proposal Number 6 – Consideration of proposal entitled “Net-Zero
Greenhouse Gas Emissions by 2030”:
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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15,700,996
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167,301,593
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40,681,373
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27,601,481
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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: November 10, 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 and Secretary
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