DEF 14A 1 s001841x1_def14a.htm DEF 14A

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SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.   )

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Preliminary Proxy Statement
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Definitive Proxy Statement
o
Definitive Additional Materials
Coach, Inc.
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Dear Stockholder:

You are cordially invited to attend the 2017 Annual Meeting of Stockholders of Coach, Inc., a Maryland corporation, to be held at 9:00 a.m., Eastern time, on November 9, 2017 at the Company’s headquarters, 10 Hudson Yards, New York, New York 10001.

Information concerning the matters to be considered and voted upon at the 2017 Annual Meeting of Stockholders is set out in the attached Notice of 2017 Annual Meeting of Stockholders and Proxy Statement.

We are very pleased with our performance in fiscal year 2017, which was a year of many milestones for Coach, Inc. We continued to make progress on the transformation of the Coach Brand, highlighted by positive comparable store sales in North America in each quarter and strong growth internationally, notably in Europe and Mainland China. At Stuart Weitzman, we generated double-digit revenue growth on a comparable 52 week basis, while making the key investments in leadership and design talent to drive long-term performance across categories and geographies. Taken together, we delivered double-digit increases in net income and earnings per diluted share for the year, consistent with our guidance, and in spite of a volatile retail and macroeconomic environment.

We also took a major step in our corporate transformation with the acquisition of Kate Spade & Company, which closed in July, establishing us as the first New York-based house of modern luxury lifestyle brands. Kate Spade brings a unique brand attitude and additional consumer segment to the Coach, Inc. portfolio. We expect that this acquisition will enhance our position in the attractive and growing $80 billion global premium handbag and accessories, footwear and outerwear market.

Looking ahead, we are focused on driving top and bottom-line growth for Coach, Inc. At the same time, we are also committed to taking the right steps to achieve sustainable long-term profitability through the health of our brands, by making the appropriate investments and carefully managing our distribution channels. This balance is critical to informing our strategic plan as we write our next chapter as a global multi-brand fashion house with the objective of creating value for our customers and our stockholders.

It is important that your shares be represented at the 2017 Annual Meeting of Stockholders, regardless of the number of shares you hold or whether you plan to attend the meeting in person. Accordingly, please authorize a proxy to vote your shares as soon as possible in accordance with the instructions you received. This will not prevent you from voting your shares in person if you subsequently choose to attend the Annual Meeting.

Thank you for your continued support. We look forward to seeing you at our 2017 Annual Meeting of Stockholders.

Sincerely,



Jide Zeitlin
Chairman of the Board
Victor Luis
Chief Executive Officer

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NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS

We will hold the 2017 Annual Meeting of Stockholders of Coach, Inc., a Maryland corporation (the “Company” or “Coach”), at the Company’s headquarters, 10 Hudson Yards, New York, New York, 10001, on November 9, 2017, at 9:00 a.m., Eastern time, for the following purposes:

1. To elect eight directors;
2. To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018 (“fiscal year 2018”);
3. To consider and vote upon the approval, on a non-binding advisory basis, of the Company’s executive compensation, as disclosed in the proxy statement for the 2017 Annual Meeting of Stockholders;
4. To consider and vote upon, on a non-binding advisory basis, the frequency of the advisory vote on the Company’s executive compensation;
5. To consider and vote upon the approval of the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (Amended and Restated as of September 20, 2017);
6. To consider and vote upon the stockholder proposal set forth in the proxy statement entitled Net-Zero Greenhouse Gas Emissions, if properly presented at the Annual Meeting;
7. To consider and vote upon the stockholder proposal set forth in the proxy statement regarding risk disclosure on the Company's use of fur, if properly presented at the Annual Meeting; and
8. To transact any other business that may properly come before the Annual Meeting or any postponement or adjournment thereof.

The foregoing items of business are more fully described in the accompanying proxy statement. The Board of Directors has fixed the close of business on September 11, 2017 as the record date for the Annual Meeting, and only holders of record of common stock at such time will be entitled to notice of or to vote at the Annual Meeting or any postponement or adjournment thereof.

BY ORDER OF THE BOARD OF DIRECTORS,


TODD KAHN
President, Chief Administrative Officer and Secretary

New York, New York
September 29, 2017

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YOUR VOTE IS IMPORTANT

Based on current New York Stock Exchange (“NYSE”) rules, your broker will NOT be able to vote your shares with respect to the election of directors (Proposal No. 1), the non-binding advisory approval of executive compensation (Proposal No. 3), the non-binding advisory approval of the frequency of the advisory vote on the Company's executive compensation (Proposal No. 4), the approval of the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (Amended and Restated as of September 20, 2017) (Proposal No. 5), the stockholder proposal entitled “Net-Zero Greenhouse Gas Emissions” (Proposal No. 6), or the stockholder proposal regarding risk disclosure on the Company's use of fur in products (Proposal No. 7) if you have not provided directions to your broker. We strongly encourage you to provide directions to vote your shares and exercise your right to vote as a stockholder.

Regardless of whether you plan to attend the meeting, please follow the instructions you received to authorize a proxy to vote your shares as soon as possible to ensure that your shares are represented and voted at the meeting. Stockholders of record, or beneficial stockholders named as proxies by their stockholders of record, who attend the meeting may vote their shares personally, even though they have sent in proxies or authorized a proxy to vote online.

Help us make a difference by eliminating paper proxy mailings to your home or business: with your consent, we will provide all future proxy voting materials and annual reports to you electronically. Instructions for consenting to electronic delivery can be found on your proxy card. Your consent to receive stockholder materials electronically will remain in effect until canceled.

INFORMATION REGARDING HONG KONG DEPOSITARY RECEIPTS

The Company’s Hong Kong Depositary Receipts are traded on The Stock Exchange of Hong Kong Limited under the symbol 6388. Neither the Hong Kong Depositary Receipts nor the Hong Kong Depositary Shares evidenced thereby have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to, or for the account of, a U.S. Person (within the meaning of Regulation S under the Securities Act), absent registration or an applicable exemption from the registration requirements. Hedging transactions involving these securities may not be conducted unless in compliance with the Securities Act.

SPECIAL NOTE ON FORWARD-LOOKING INFORMATION

This document contains certain forward-looking statements based on management’s current expectations. These forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “may,” “will,” “should,” “expect,” “confidence,” “trends,” “intend,” “estimate,” “on track,” “are positioned to,” “on course,” “opportunity,” “continue,” “project,” “guidance,” “target,” “forecast,” “anticipated,” “plan,” “potential,” the negative of these terms or comparable terms. These statements include, but are not limited to, those regarding certain agreements and plans that will require us to provide compensation to our executives upon the occurrence of future events, such as the achievement of Company and/or individual objectives and the termination of an individual’s employment or a change in control of the Company, and those regarding expectations that certain performance goals and/or targets for management and/or the Company will be attained. These future events may not occur as and when expected, if at all, and, together with the Company’s business, are subject to various risks and uncertainties. These risks and uncertainties include that future compensation to our Named Executive Officers, and the events that could trigger such payments, may vary materially from the descriptions described herein due to factors beyond our control, such as the timing during the year of a triggering event, the amount of future non-equity incentive compensation and the value of our stock on the date of a triggering event. The Company’s actual results could differ materially from the results contemplated by these forward-looking statements and are subject to a number of risks, uncertainties, estimates and assumptions that may cause actual results to differ materially from current expectations due to a number of important factors, including but not limited to: (i) our ability to achieve intended benefits, cost savings and synergies from acquisitions; (ii) our ability to successfully execute our operational efficiency and multi-year transformation initiatives; (iii) our ability to successfully execute our growth strategies, including our efforts to expand internationally into a global lifestyle brand; (iv) the effect of existing and new competition in the marketplace; (v) our exposure to international risks, including currency fluctuations and changes in economic or political conditions in the markets where we sell or source our products; (vi) our ability to retain the value of our brands and to respond to changing fashion and retail trends in a timely manner; (vii) our ability to control costs; (viii) the effect of seasonal and quarterly fluctuations on our sales or operating results; (ix) our ability to protect against infringement of our trademarks and other proprietary rights; (x) the risk of cyber security threats and privacy or data security breaches; and such other risk factors as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2017 (“fiscal year 2017”), and those described from time to time in the Company’s future reports filed with the Securities and Exchange Commission. The Company assumes no obligation to revise or update any such forward-looking statements for any reason, except as required by law. In this Proxy Statement references to “we,” “our,” “us,” “Coach” and the “Company” refer to Coach, Inc., including its consolidated subsidiaries as of July 1, 2017. Unless the context requires otherwise, references to the “Coach Brand” throughout this proxy statement do not include the Stuart Weitzman Brand and references to the “Stuart Weitzman Brand” do not include the Coach Brand. References to the Company, Coach, we, our or us do not include Kate Spade & Company (“Kate Spade”), which the Company acquired on July 11, 2017, after the close of fiscal year 2017.

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. For more complete information about these topics, please review Coach, Inc.'s (“Coach” or the “Company”) Annual Report on Form 10-K (the “Form 10-K”) for fiscal year 2017 and this entire proxy statement. We are mailing the Notice of 2017 Annual Meeting of Stockholders and instructions on how to access this proxy statement (or, for those who request it, a hard copy of this proxy statement and the enclosed form of proxy) to our stockholders on or about September 29, 2017.

About Coach, Inc.

Coach, Inc. is a New York-based house of modern luxury lifestyle brands. The Company’s portfolio includes the Coach, kate spade new york, and Stuart Weitzman brands. The Company’s corporate headquarters are in midtown Manhattan at 10 Hudson Yards on 30th Street. Including Kate Spade, the Company currently employs approximately 20,000 people globally. Coach, Inc. is a publicly traded company listed on the New York Stock Exchange, traded under the symbol COH and Coach’s Hong Kong Depositary Receipts are traded on The Stock Exchange of Hong Kong Limited under the symbol 6388.

2017 Business Results

Fiscal year 2017 was a year of many milestones and included these highlights:

Achieved positive comparable store sales growth in North America for the Coach Brand each quarter in fiscal year 2017; continued to gain traction on Coach Brand transformation;
Delivered double digit sales growth for the Stuart Weitzman Brand on a comparable 52 week basis, in line with guidance; made important investments in Stuart Weitzman leadership; and
Entered into agreement to acquire Kate Spade & Company, which closed in early fiscal year 2018.

2017 Financial Highlights

Coach, Inc. fiscal year 2017 financial highlights included:


(1) The fiscal year ended June 27, 2015 (“fiscal year 2015”) and fiscal year 2017 GAAP and Non-GAAP results reflect 52 week fiscal years. The fiscal year ended July 2, 2016 (“fiscal year 2016”) GAAP and Non-GAAP results reflect a 53 week fiscal year. See APPENDIX A for a reconciliation of Non-GAAP financial measures to our results as reported under GAAP.
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PROXY SUMMARY



2017 ANNUAL MEETING OF STOCKHOLDERS (the “Annual Meeting”)

Thursday, November 9, 2017
9:00 a.m. Eastern time
 
Coach, Inc.
10 Hudson Yards
New York, New York, 10001

   

Record Date:
Close of business on September 11, 2017
Voting:
Stockholders on the record date are entitled to notice and to vote at the Annual Meeting. Each share of common stock is entitled to one vote for each director nominee and each of the other proposals.
 
Please authorize a proxy to vote your shares as soon as possible. If you are a beneficial owner of shares of our common stock, your broker will NOT be able to vote your shares with respect to any of the matters presented at the meeting other than the ratification of the selection of our independent registered public accounting firm, unless you give your broker specific voting instructions.
 
See the “Questions You May Have Regarding this Proxy Statement” section on page 7 of this proxy statement for more information.
 
You do not need to attend the Annual Meeting to vote if you submitted your proxy in advance of the Annual Meeting.

Attending
the Annual
Meeting:
All stockholders must bring a form of government-issued photo identification, such as a driver’s license or passport to verify their identities. In addition:
 
 
If your shares are held through a broker, you must bring either (1) a letter or a statement from your broker showing that you held Coach shares as of the record date or (2) a copy of the notice of Annual Meeting document you received in the mail or electronically.
 
 
If your shares are held in street name and you would also like to vote your shares in person at the Annual Meeting, you must also contact your broker or other financial institution to obtain a “legal proxy” from the record holder of your shares to present at the Annual Meeting.
 
 
Stockholders whose shares are held jointly or through a company, group or other institution may bring one other person with them to attend the meeting. This person must also bring government-issued photo identification.
Even if you plan to attend our Annual Meeting in person, please authorize a proxy to cast your vote as soon as possible by:




using the internet at
www.proxyvote.com
scanning this QR code
to vote with your mobile
device
calling toll-free from
the United States, U.S.
territories and Canada to
1-800-690-6903
mailing your signed proxy or
voting instruction form
2       2017 PROXY STATEMENT

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PROXY SUMMARY



ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS (page 7)

Proposal
Board Voting Recommendation
Page Reference
(for more detail)
FOR EACH NOMINEE
 
 
FOR
 
 
FOR
 
 
FOR 1 YEAR
 
 
FOR
 
 
AGAINST
 
 
AGAINST
 
 

DIRECTOR NOMINEES (page 19)

The following table provides summary information about each director nominee. As previously announced, Stephanie Tilenius is not standing for re-election. Directors are elected each year at by the stockholders. All of the director nominees are currently members of the Company’s board of directors (the “Board” or “Board of Directors”). The Board of Directors recommends that you vote FOR each of the director nominees below.

Name
Age
Director
Since
Principal
Occupation
Independent
Audit
Committee
Human
Resources
Committee
Governance and
Nominations
Committee
Areas of Expertise
Other Public
Company Boards
53
2006
Private investor;
and retired partner
at Goldman Sachs

 


Executive Leadership
Industry Experience
Investment Banking
Finance
International Business
Affiliated
  Managers Group
51
2013
Chief Executive
Officer of
Coach, Inc.
 
 
 
 
Executive Leadership
Industry Expertise
International Strategy
Sales, Marketing, and
  Operations Experience
 
52
2014
Executive Vice
President and
Chief Financial
Officer of CVS
Health


 

Executive Leadership
Industry Expertise
Finance
 
52
2015
Executive Chairman
of Eataly


 
 
Executive Leadership
Industry Expertise
International Business
 
68
2006
Retired President
and Chief
Operating Officer
of Avon Products

 


Executive Leadership
Industry Expertise
Finance
Avon Products
Kroger
Sherwin Williams
44
2016
Chief Executive of
Bertelsmann
China Corporate
Center; Managing
Partner of
Bertelsmann Asia
Investments


 
 
Executive Leadership
Finance/Investment
  Experience
International Business
BitAuto
China Distance
  Education
58
2005
Chief Executive
of Diageo plc


 
 
Executive Leadership
Industry Expertise
International Strategy
Finance
Diageo
54
2014
Chairman and Chief
Executive
Officer of NCR
Corporation

 

 
Executive Leadership
Industry Experience
International Business
Corporate Governance
Retail Technology
  Experience
NCR Corporation
  (Chairman)
United Continental
  Holdings, Inc.
Number of Meetings in 2017
6
6
4
 
 

The Board of Directors held eight meetings during fiscal year 2017. Each of the directors attended at least 75% of the meetings held by the Board and Board committees on which he or she served during the fiscal year.

* Chairman of the Board of Directors
** Audit Committee Financial Expert
Committee Chair
Member
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PROXY SUMMARY



CORPORATE GOVERNANCE HIGHLIGHTS (page 12)

The Board of Directors is elected by the stockholders to oversee management and to assure that the long-term interests of the stockholders are being served.

Adopted Proxy Access Bylaw Amendment
Bylaws may be amended by stockholders representing a majority of outstanding shares
Substantial majority of independent directors (all except CEO)
Independent non-executive Chairman of the Board
Annual election of all directors
Majority vote standard for uncontested director elections
Board oversight of risk management
Longstanding active stakeholder engagement
Rigorous director selection criteria, including outstanding achievement, board experience, wisdom, integrity, analytical prowess, business expertise and commitment to board duties
Code of Conduct for ethical business policies and conduct
Social and environmental responsibility
Regular executive session of independent directors
Regular Board, Committee and CEO Evaluations

SUSTAINABILITY STRATEGY

The Company's sustainability strategy is focused on four pillars - Employee Engagement, Supply Chain Stewardship, Environmental Conservation and Community Empowerment. In April 2016, we introduced our 2020 Corporate Sustainability Goals and have centered our sustainability strategy around achievement of these goals, stakeholder engagement and working towards identified best practices. Details on our 2020 Sustainability Goals and our progress to date are set forth below:

2020 Corporate Sustainability Goal
Progress to Date
Implement Coach’s new Animal Welfare Policy across the organization by the end of fiscal year 2016.
Animal Welfare policy successfully implemented across the Coach and Stuart Weitzman brands.
Reduce absolute CO2e emissions by 15% over a 2014 baseline by the end of fiscal year 2020.
As of the end of fiscal year 2016, Coach achieved an 18.2% reduction in our absolute CO2e emissions.(1)
Improve Coach’s water resource management and track water usage at corporate locations by the end of fiscal year 2017, and in North American retail locations by the end of fiscal year 2020.
Water tracking goals on schedule.
Achieve a 100% waste-to-landfill diversion rate by the end of fiscal year 2020.
As of the end of fiscal year 2016, Coach achieved an 85.6% diversion rate.
Achieve a score of 100 on the Human Rights Campaign Corporate Equality Index annually.
Coach received its third consecutive score of 100 from the Corporate Equality Index in 2016.
(1) After the end of fiscal year 2017, Coach's Board approved increasing the Company's fiscal year 2020 CO2e emissions reduction goal from 15% to 20% over a 2014 baseline.

For more details please see our Corporate Responsibility Report at http://www.coach.com/sustainability-report.html.

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PROXY SUMMARY



2017 COMPENSATION (page 40)

Set forth below is the 2017 compensation for each named executive officer (“NEO” or “Named Executive Officer”) as determined under Securities and Exchange Commission (“SEC”) rules. See the notes accompanying the 2017 Summary Compensation Table on page 54 for more information.

Name & Principal Position
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
Total
($)
Victor Luis
Chief Executive Officer
 
1,289,744
 
 
0
 
 
3,599,982
 
 
5,395,394
 
 
2,498,193
 
 
76,541
 
 
12,859,854
 
Kevin Wills
Chief Financial Officer(1)
 
242,308
 
 
750,000
 
 
3,500,007
 
 
0
 
 
257,816
 
 
7,193
 
 
4,757,324
 
Andre Cohen
Former President, Coach North America and Global Marketing(2)
 
913,462
 
 
0
 
 
3,251,387
 
 
970,606
 
 
926,826
 
 
42,441
 
 
6,104,722
 
Ian Bickley
President, Global Business Development and Strategic Alliances(3)
 
793,077
 
 
0
 
 
1,019,994
 
 
679,054
 
 
941,062
 
 
21,302
 
 
3,454,489
 
Todd Kahn
President, Chief Administrative Officer and Secretary
 
721,154
 
 
0
 
 
899,986
 
 
599,168
 
 
863,403
 
 
26,103
 
 
3,109,814
 
Andrea Resnick
Global Head of Investor Relations and Corporate Communications(4)
 
452,564
 
 
300,000
 
 
833,324
 
 
166,438
 
 
339,340
 
 
30,150
 
 
2,121,816
 
Jane Nielsen
Former Chief Financial Officer(5)
 
96,026
 
 
0
 
 
0
 
 
0
 
 
0
 
 
10,584
 
 
106,610
 
(1) Mr. Wills joined the Company on February 21, 2017.
(2) Mr. Cohen left the Company after the end of fiscal year 2017.
(3) Mr. Bickley was President, International Group through the end of fiscal year 2017; his current role went into effect at the start of fiscal year 2018.
(4) Ms. Resnick served as Interim Chief Financial Officer from August 20, 2016 until Mr. Wills joined the company on February 21, 2017.
(5) Ms. Nielsen left the Company after the end of fiscal year 2016.

Set forth below is the 2017 target annual total direct compensation mix. For our chief executive officer (“Chief Executive Officer” or “CEO”), approximately 89% of his target total compensation is performance based:


(1) These charts represent regular, ongoing annual target compensation and exclude one-time compensation (special performance restricted stock units (“PRSUs”), restricted stock units (“RSUs”)). The Average of Other NEO chart excludes Ms. Nielsen's compensation, as she left the Company before the end of fiscal year 2017, and Ms. Resnick's compensation, as she was Interim Chief Financial Officer until Mr. Wills joined the Company on February 21, 2017.
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PROXY SUMMARY



APPROVAL OF THE AMENDED AND RESTATED COACH, INC. 2010 STOCK INCENTIVE PLAN (AMENDED AND RESTATED AS OF SEPTEMBER 20, 2017) (page 72)

We are seeking stockholder approval of the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (Amended and Restated as of September 20, 2017) (the “Amended Stock Incentive Plan”), which was approved by our Board on September 20, 2017, to authorize an additional 7,500,000 shares of our common stock, par value $0.01 per share, for issuance thereunder (among other changes). The Amended Stock Incentive Plan is an amendment and restatement of the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan, which was originally adopted by our Board on September 17, 2010, and subsequently approved by our stockholders on November 3, 2010 and was most recently amended and restated in its entirety by our Board on September 23, 2016, which amendment and restatement was approved by our stockholders on November 10, 2016 (the “2016 Amended Stock Incentive Plan”). The Amended Stock Incentive Plan is a critical part of our pay-for-performance compensation program. The Board unanimously recommends that our stockholders vote FOR approval of the Amended Stock Incentive Plan because:

Aligning key employees to the same outcomes realized by our stockholders has been a hallmark of our compensation program, supporting our objective to attract, retain and reward the best talent in the luxury retail industry.
We grant long-term incentives annually to over 1,400 of our employees around the world, including many of our Store Managers, motivating them to drive our long-term performance.
The shares remaining available for awards under the existing 2016 Amended Stock Incentive Plan will likely be insufficient to satisfy our long-term incentive compensation program needs for August 2018 and beyond, and therefore the 2016 Amended Stock Incentive Plan should be amended to authorize up to an additional 7,500,000 shares of our common stock for awards, which would increase dilution by 2.6% of our outstanding common shares. Currently, awards representing 22,744,923 shares of our common stock are outstanding under the existing 2016 Amended Stock Incentive Plan and prior plans, and 10,543,662 shares currently remain available for future grants under the 2016 Amended Stock Incentive Plan.
If our stockholders do not approve the Amended Stock Incentive Plan, we may experience a shortfall of shares of our common stock available for issuance for stock-based compensation awards which we believe will adversely affect our ability to attract, motivate and reward the many employees who contribute to our long-term success.
6       2017 PROXY STATEMENT

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QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT

1.
What is the purpose of these materials?

The accompanying proxy is solicited on behalf of the Board. We are providing these proxy materials to you in connection with our Annual Meeting, to be held at the Company’s headquarters, 10 Hudson Yards, New York, New York 10001, on Thursday, November 9, 2017 at 9:00 a.m. Eastern time. As a holder of our common stock, you are invited to attend the Annual Meeting and are entitled and requested to vote on the proposals described in this proxy statement.

If you are a holder of Hong Kong Depositary Receipts, please refer to the Hong Kong Depositary Receipts proxy form or contact your Hong Kong broker for instructions on how to exercise the voting rights for your Hong Kong Depositary Receipts.

2.
What information is contained in these materials?

The information included in this proxy statement relates to the proposals to be considered and voted on at the Annual Meeting, the voting process, the compensation of the directors of the Company (the “Directors”) and our most highly paid executive officers, and other required information. Our Form 10-K for fiscal year 2017 is available to review with this

proxy statement. We are mailing the Notice of 2017 Annual Meeting of Stockholders and instructions on how to access the proxy statement (or, for those who request it, a hard copy of this proxy statement and the enclosed form of proxy) to our stockholders on or about September 29, 2017.

3.
What proposals will be voted on at the meeting?
6. To vote on a stockholder proposal entitled “Net-Zero Greenhouse Gas Emissions,” if properly presented at the Annual Meeting;
7. To vote on a stockholder proposal regarding risk disclosure on use of fur in Company products, if properly presented at the Annual Meeting; and
8. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.

Our Board is not aware of any other matter that will be presented at the Annual Meeting. If any other matter is properly presented at the Annual Meeting, the persons named on your proxy will, in the absence of stockholder instructions to the contrary, vote the shares for which such persons have voting authority in accordance with their discretion on the matter.

4.
Does the Board of Directors recommend voting in favor of the proposals?

Our Board unanimously recommends that you vote your shares “FOR” each of the Director nominees in proposal 1, “FOR” proposals 2, 3 and 5 and FOR “1 YEAR” for proposal 4.

Our Board unanimously recommends that you vote your shares “AGAINST” proposals 6 and 7.

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QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT



5.
What shares can I vote?

You may vote all of the shares of our common stock that you owned at the close of business on September 11, 2017, the record date.

6.
What classes of shares are entitled to be voted?

Holders of our common stock are entitled to one vote for each share of stock held by them as of the close of business on the September 11, 2017 record date. On the record date, the

Company had 284,133,227 shares of common stock outstanding and entitled to be voted at the Annual Meeting, and no other stock of any series issued or outstanding.

7.
What do I need to do now?

Please carefully consider the information contained in this proxy statement and respond as soon as possible so that your shares will be represented at the Annual Meeting. You can respond by following the instructions for granting a proxy to vote presented on the notice of the meeting and internet availability you received for the Annual Meeting; if you received paper copies of the Company's proxy materials, you

can respond by completing, signing and dating your proxy card and returning it in the enclosed envelope. Alternatively, you may attend the Annual Meeting and vote your shares in person. If you grant a proxy to vote online, by telephone, or mail in a proxy card, you may still attend the Annual Meeting and vote in person; in this case, only your in-person votes will count.

8.
Do I need to attend the Annual Meeting?

No. You may authorize a proxy to vote your shares by following the instructions presented in the notice of the Annual Meeting and internet availability you received or, if

you requested a paper proxy card, by completing, signing and dating your proxy card and returning it in the envelope provided to you.

9.
 
If I wish to attend the Annual Meeting, what identification must I show to be admitted?

All stockholders must bring a form of government-issued photo identification, such as a driver’s license or passport to verify their identities. In addition:

If your shares of Coach stock are held through a broker or other financial institution (the large majority of Coach shares are held in this way, also commonly called “street name”), you must bring either (1) a letter or statement from your broker showing that you held Coach shares through that institution as of the record date for the Annual Meeting or (2) a copy of the notice of Annual Meeting document you received in the mail or electronically for our Annual Meeting. If your shares are

held in street name and you would also like to vote your shares in person at the Annual Meeting, you must also contact your broker or other financial institution to obtain a legal proxy from the record holder of your shares to present at the Annual Meeting.

Stockholders whose shares are held jointly or through a company, group or other institution may bring one other person with them to attend the Annual Meeting. Please understand that for security reasons, we cannot admit to the Annual Meeting any individual who lacks the proper identification described above.
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10.
What if I am a holder of Hong Kong Depositary Receipts?

If you hold Hong Kong Depositary Receipts, please refer to the Hong Kong Depositary Receipts proxy form or contact your Hong Kong broker for instructions on how to exercise the voting rights in respect to your Hong Kong Depositary Receipts.

To be effective, the Hong Kong Depositary Receipts proxy form, together with a valid power of attorney or other valid

authority, if any, under which it is signed, must be completed and deposited at the office of the Hong Kong Depositary Receipts Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, before 4:00 p.m. on Friday, November 3, 2017 (Hong Kong time).

11.
What constitutes a quorum, and why is a quorum required?

A quorum is required for the Coach stockholders to conduct business at the Annual Meeting. The presence at the Annual Meeting, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum, permitting

us to conduct the business of the Annual Meeting. Proxies received but marked as abstentions, if any, and broker non-votes described below, will be included in the calculation of the number of shares considered to be present at the Annual Meeting for purposes of obtaining a quorum.

12.
What is the voting requirement to approve the proposals?

With respect to election of directors (Proposal No. 1), our bylaws provide that directors will be elected by a majority of the total votes cast “FOR” or “AGAINST” each nominee in the election of directors at the Annual Meeting, either in person or by properly completed or authorized proxy. This means that the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” that nominee. There are no cumulative voting rights. Abstentions and broker non-votes will not have any effect on the election of Directors. See “What happens if a Director nominee does not receive a majority of the votes cast?” below for information concerning our director resignation policy.

Approval of Proposals No. 2 through 7 requires, in each case, “FOR” votes from a majority of the votes cast on the matter at the Annual Meeting, either in person or by properly completed or authorized proxy. However, because the vote on

the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers is not binding on the Board or the Company, if none of the frequency options — one year, two years or three years — receives the required majority vote, the option receiving the greatest number of votes will be considered the frequency selected by the stockholders. Although this vote is not binding, the Board of Directors will take into account the outcome of this vote in making a determination on the frequency with which advisory votes on executive compensation will be held.

Abstentions and broker non-votes will not have any effect on any of Proposals No. 2 through 7 (except with regard to Proposal No. 5 as described below). Additionally, as discussed below, there will not be broker non-votes with regard to Proposal No. 2 as it is a routine matter.

13.
What if I don’t vote? What if I abstain? How are broker non-votes counted?

Based on current NYSE rules, your broker will NOT be able to vote your shares with respect to the election of Directors, the non-binding advisory approval of executive compensation, the non-binding advisory approval of the frequency of future advisory votes on the Company's executive compensation, the approval of the Amended Stock Incentive Plan or the stockholder proposals. If you have not provided directions to your broker, we strongly encourage you to vote your shares and exercise your right to vote as a stockholder. However, the NYSE considers Proposal No. 2, regarding the ratification of

the appointment of Deloitte & Touche LLP, a routine matter. Thus, your broker or nominee may vote on your behalf with regard to Proposal No. 2, whether or not you provide voting instructions.

When a proposal is not a routine matter and a brokerage firm has not received voting instructions from a beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a broker non-vote. Abstentions and broker non-votes are generally not considered votes cast and will have no effect on the proposals,

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except the approval of the Amended Stock Incentive Plan. The approval of the Amended Stock Incentive Plan is subject to the stockholder approval requirements of the NYSE listing rules. Under these rules, abstentions will count as votes cast and will have the same effect as votes cast against Proposal

No. 5. Broker non-votes are not considered to be votes cast under the NYSE requirements and therefore will not affect the voting results with respect to the approval of Proposal No. 5.

14.
What happens if a Director nominee does not receive a majority of the votes cast?

Under our Corporate Governance Principles, a Director nominee, running uncontested, who does not receive a majority of the votes cast, is required to tender his or her resignation for consideration by the Governance and Nominations Committee (“GN Committee”). The GN Committee will recommend to the Board whether to accept or

reject the resignation. The Board will act on the tendered resignation and publicly disclose its decision within 90 days following certification of the election results. Unless all Directors have tendered their resignation, any Director who tenders his or her resignation will not participate in the Board’s decision with respect to the resignation.

15.
Can I change my vote after I have delivered my proxy?

Yes. You may change your vote at any time before your proxy is exercised at the meeting. You can do this in one of three ways. First, you can revoke your proxy by sending written notice to the Secretary of Coach before the meeting. Second, you can authorize online or send the Secretary of Coach a later-dated, signed proxy before the meeting. Third, if you are

a holder of record, you can attend the meeting in person and vote. If your shares are held in an account at a brokerage firm or bank, you must contact your brokerage firm or bank to change your vote or obtain a proxy to vote your shares if you wish to cast your votes in person at the meeting.

16.
 
If my shares are held in “street name” by my broker, will my broker vote my shares for me?

Your broker will vote your shares only if the proposal is a matter on which your broker has discretion to vote (which is limited to the ratification of the appointment of the Company’s

independent registered public accounting firm) or if you provide instructions on how to vote by following the instructions provided to you by your broker.

17.
Who will count the votes?

All votes will be tabulated by Broadridge Financial Solutions, the inspector of elections appointed for the meeting.

18.
Where can I find voting results of the Annual Meeting?

We will announce preliminary voting results at the meeting and publish final results in a Form 8-K filed with the SEC

within four business days after the end of the Annual Meeting.

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19.
Who will bear the cost for soliciting votes for the meeting?

The expenses of soliciting proxies to be voted at the meeting will be paid by the Company. Following the original mailing of soliciting materials, we may also solicit proxies by mail, telephone, fax or in person. Following the original mailing of soliciting materials, we will request that brokers, custodians, nominees and other record holders of common stock forward copies of the proxy statement and other soliciting materials to

persons for whom they hold shares of common stock and request authority for the exercise of proxies. In such cases, the Company, upon the request of the record holders, will reimburse these holders for their reasonable expenses. The Company has engaged Alliance Advisors LLC to solicit proxies and to assist with the distribution of proxy materials for a fee of $11,000 plus reasonable out-of-pocket expenses.

20.
Will there be access to the meeting room for persons with disabilities?

Yes. Stockholders with disabilities or requiring special assistance may contact: Coach, Inc., 10 Hudson Yards, New

York, New York 10001, Attention: Assistant Secretary, Telephone: (212) 615-2436 for information.

21.
Whom should I call with other questions?

If you have additional questions about this proxy statement or the meeting or would like additional copies of this document, please contact: Coach, Inc., 10 Hudson Yards, New York,

New York 10001, Attention: Investor Relations Department, Telephone: (212) 629-2618.

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Meetings and Committees of the Board

The Board of Directors held eight meetings during fiscal year 2017. In addition to meetings of the full Board, Directors also attended meetings of Board committees. Each of the Directors attended at least 75% of the meetings held by the Board and Board committees on which he or she served during the fiscal

year. The Board of Directors has an Audit Committee, a Human Resources Committee (the “HR Committee”), which performs the functions of a compensation committee, and a GN Committee. The following table shows the current membership of our Board of Directors and these committees.

Board Membership and Committee Roster



Name of Director
Audit
Human Resources
Governance and
Nominations
Jide Zeitlin(1)
 


Victor Luis
   
 
 
 
David Denton

 

Andrea Guerra

 
 
Susan Kropf
 


Annabelle Long

 
 
Ivan Menezes

 
 
William Nuti
 

 
Stephanie Tilenius(2)
 

 

Committee Chair

Member
(1) Mr. Zeitlin also serves as the Chairman of Coach’s Board of Directors.
(2) Ms. Tilenius is not standing for re-election at our 2017 Annual Meeting.

All regular quarterly meetings of our Board of Directors and Board committees include an executive session of our non-employee directors (“Outside Directors” or “Independent Directors”) without members of management present; our Chairman presides over executive sessions of the Board of Directors. Our Outside Directors and Board committees have authority to retain outside advisors as they deem necessary.

Coach encourages each member of the Board of Directors to attend each Annual Meeting of the Company’s stockholders, but has not adopted a formal policy with respect to such attendance. All of Coach’s then-sitting Directors attended the

Annual Meeting of Stockholders held in 2016, except for Annabelle Long.

The Board of Directors and each committee of the Board of Directors conduct an annual self-evaluation, which considers a number of elements, such as an evaluation by each Director of the performance of Coach’s Chief Executive Officer, each committee and the Board as a whole, and periodically includes an evaluation by each Director of the other directors. The results of these evaluations are discussed with the Board and committee members once completed.

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Audit Committee



The Audit Committee is comprised solely of Independent Directors and met six times during fiscal year 2017. The Audit Committee reviews Coach’s auditing, accounting, financial reporting and internal control functions and has sole responsibility for the selection of independent accountants. The Audit Committee is required to pre-approve all services provided by the independent accountants to assure that these services do not impair the auditors independence. Services that have not received pre-approval will require specific review and approval by the Audit Committee. In addition, when the scope of services being provided (and the related fees) meaningfully change, Coach and the independent accountants will provide an update to the Audit Committee. The Audit Committee reviews Coach’s accounting principles and financial reporting, as well as the independence of Coach’s independent accountants. In discharging its duties, the Audit Committee:

is directly responsible for the appointment, compensation determination and oversight of Coach’s independent accountants;
is directly responsible for pre-approving the audit and non-audit services rendered by the independent accountants;
provides oversight of, and has authority for selection and evaluation of, Coach’s internal auditors;
meets independently with Coach’s internal auditors, its independent accountants and senior management;
reviews the general scope of Coach’s accounting, financial reporting, annual audit and internal audit program, matters

relating to internal control systems and the results of the annual audit; and

reviews with Coach’s Chief Executive Officer and Chief Financial Officer the matters required to be personally certified by such officers in Coach’s public filings and the procedures followed to prepare for such certifications.

Coach’s Board of Directors determined that all members of the Audit Committee were “independent” as defined in the NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that all were “financially literate” under the rules of the exchange. The Board has determined that David Denton, the Chair of the Audit Committee is considered an “audit committee financial expert” under federal securities laws. The Audit Committee operates pursuant to a charter initially approved by the Board of Directors in September 2000 and last revised by the Board in May 2016. A copy of the current charter is available on Coach’s web site at http://www.coach.com/audit-committee.html. We will provide to any person without charge, upon request, a copy of this charter. You may obtain a copy of this charter by sending a written request to Coach, Inc., 10 Hudson Yards, New York, New York 10001, Attention: General Counsel. The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under the Audit Committee’s charter.

Human Resources Committee



The HR Committee is comprised solely of Independent Directors and met six times during fiscal year 2017. Coach’s Board of Directors determined that all members of the HR Committee were “independent” under the NYSE heightened independence standards for members of compensation committees. The HR Committee operates pursuant to a charter initially approved by the Board of Directors in November 2007 and last revised by the Board in August 2016. A copy of the current charter is available on Coach’s web site at http://www.coach.com/human-resources-committee.html. We will provide to any person without charge, upon request, a copy of this charter. You may obtain a copy of this charter by sending a written request to Coach, Inc., 10 Hudson Yards, New York, New York 10001, Attention: General Counsel. Pursuant to the HR Committee Charter, the HR Committee:

determines, approves and reports to the Board of Directors on all elements of compensation for Coach’s executive

officers and other key executives, including targeted total cash compensation and long-term equity-based incentives, and oversees the administration of various employee benefit and retirement plans;

reviews non-employee director compensation and benefits and recommends changes to the Board as necessary;
performs, or assists the Board in performing, the duties of the Board relating to the annual performance evaluations of the Company’s executive officers and succession planning for key executives; and
retained the services of Compensation Advisory Partners, LLC (“CAP”); a description of the services provided to the HR Committee during fiscal year 2017 appears below under Compensation Discussion and Analysis — Compensation Decision Making Process — Roles and Responsibilities.
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Governance and Nominations Committee



The GN Committee is comprised solely of Independent Directors and met four times during fiscal year 2017. Coach’s Board of Directors determined that all members of the GN Committee were “independent” as defined in the NYSE listing standards. The GN Committee operates pursuant to a charter approved by the Board of Directors in November 2007. A copy of the current charter is available on Coach’s web site at http://www.coach.com/governance-and-nominations-committee.html. We will provide to any person without charge, upon request, a copy of this charter. You may obtain a copy of this guide by sending a written request to Coach, Inc., 10 Hudson Yards, New York, New York 10001, Attention: General Counsel.

The GN Committee performs a leadership role in shaping the corporate governance of the Company, and reports to the Board of Directors on matters relating to corporate governance and the identification and nomination of new directors; these duties include succession planning for Company executive positions and conducting annual performance evaluations of the Board and its several committees.

The Corporate Governance Principles, as approved by the Board of Directors and posted on our website, set forth qualifications and criteria for our Directors. The GN Committee’s charter provides that in evaluating Director candidates, the GN Committee shall take into account all factors it considers appropriate, which may include business skills and experiences, prominence and reputation in their profession, concern for the best interests of the Company, strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the Board of Directors. The GN Committee’s process includes identification of director candidates and evaluation of the candidates based on the Corporate Governance Principles and the following minimum qualifications:

the highest personal and professional ethics, integrity and values;
commitment to representing the long-term interests of the stockholders;
an inquisitive and objective perspective, practical wisdom and mature judgment;
freedom from significant conflicts of interest;
the willingness and ability to devote the time necessary to perform the duties and responsibilities of a director; and
a commitment to serve on the Board for an extended period of time.

The GN Committee’s selection process also provides for engagement of third party search firms, interviews with various members of the GN Committee, the Board and management, and an evaluation of each individual in the context of the Board as a whole, applying the criteria that it deems appropriate. The final selection of nominees is made by the Board of Directors.

The GN Committee will consider all candidates recommended by stockholders in accordance with the timing and other procedures established in Coach’s Bylaws for stockholder nominations. The GN Committee evaluates all candidates in the same manner, regardless of the source of such recommendation, and, subject to provisions in our Bylaws concerning proper notice by stockholders of proposed nominees, will consider all candidates recommended by stockholders. Such recommendations should include the name and address and other pertinent information about the candidate as is required to be included in Coach’s proxy statement. Recommendations should be submitted in writing to the Secretary and General Counsel of Coach at 10 Hudson Yards, New York, New York 10001. The policy and procedures for considering candidates recommended by stockholders were formally adopted by our Board in May 2004.

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Compensation Committee Interlocks and Insider Participation

The HR Committee is currently comprised of the following Independent Directors: Susan Kropf, Chair, William Nuti, Stephanie Tilenius and Jide Zeitlin. No director who served as a member of our HR Committee during any portion of fiscal year 2017 was an employee of the Company during fiscal year 2017 or a former officer of the Company. None of Coach’s executive officers serve on the compensation

committee (or other committee serving an equivalent function) or the board of directors of any other company of which any member of the HR Committee during any portion of fiscal year 2017 or the Board of Directors is an executive officer. The HR Committee makes all compensation decisions regarding the Company’s executive officers.

Code of Conduct and Other Policies

Coach has adopted a Code of Conduct (the “Code”). The purpose of the Code is to convey the basic principles of business conduct expected of all Coach officers, employees and directors, including our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Controller and other senior financial personnel performing similar functions. We require officers and corporate employees (and selected retail employees) to attend training on the Code and other matters of business ethics. We require all full-time employees to review and certify the Code annually. In support of the Code, we have provided our employees with numerous avenues for the reporting of ethics violations or other similar concerns, including a toll-free telephone hotline and a reporting website, both allowing for anonymity. The Code meets the definition of “code of ethics” under the rules and regulations of the SEC and the NYSE and is posted on our website at http://www.coach.com/governance-document.html. We will

provide to any person without charge, upon request, a copy of the Code. You may obtain a copy of the Code by sending a written request to Coach, Inc., 10 Hudson Yards, New York, New York 10001, Attention: General Counsel.

Coach has also adopted a Political Activities and Contributions Policy. Coach does not make political contributions and prohibits all employees from using any Company funds or assets for direct or in-kind political contributions, including contributions to any ballot initiative, referendum or other question, political action committee (PAC), political party or candidate, whether federal, state or local, in the United States or abroad, subject to certain pre-approved specific foreign country exclusions. Employees are permitted to make personal contributions that do not involve any funds or resources of the Company, including Company time, facilities, office supplies, letterhead, phones and fax machines.

Other Corporate Governance Matters

Corporate Governance Principles



Coach’s Corporate Governance Principles (the “Guidelines”) provide the framework for the governance of Coach. These Guidelines reflect the governance rules for NYSE-listed companies and those contained in the Sarbanes-Oxley Act of 2002. The Board reviews these principles and other aspects of governance periodically. The Guidelines, together with other corporate governance documents of Coach, are posted on our

website at http://www.coach.com/governance-document.html. We will provide to any person without charge, upon request, a copy of the Guidelines. You may obtain a copy of the Guidelines by sending a written request to Coach, Inc., 10 Hudson Yards, New York, New York 10001, Attention: General Counsel.

Separation of Chairman and Chief Executive Officer; Strong Independent Board



Under Coach’s Bylaws and the Guidelines, the positions of Chairman of the Board and Chief Executive Officer may be held by one person or separately. Since January 2014, the position of Chairman of the Board and Chief Executive Officer have been held separately, with Mr. Zeitlin as Chairman and Mr. Luis as Chief Executive Officer.

Our policy as to whether the role of the Chairman and the Chief Executive Officer should be separate is to adopt the practice that best serves the stockholders’ interests and the Company’s needs at any particular time. The Board believes that the current governance structure — Mr. Luis as the Company’s Chief Executive Officer and member of the Board and Mr. Zeitlin as the independent Chairman of the Board — will allow Mr. Luis to focus his time and energy on

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managing the Company and Mr. Zeitlin to lead the Board in its fundamental role of providing guidance, advice and counsel regarding the business, operations and strategy of the Company. We believe this structure will allow the Company to continue to execute its strategy and business plans to maximize stockholder value.

The Company has also adopted various policies to provide for a strong and independent Board. The Board and the GN Committee have assembled a Board comprised of capable and experienced directors who are currently or have been leaders of major companies or institutions, are independent thinkers, and have a wide range of expertise and skills. The Board annually examines the relationships between the Company and each of its Directors. After this examination, the Board has determined that each of the non-management Directors who are standing for re-election at the Annual

Meeting have no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and is independent as defined in the NYSE listing standards. In addition, all standing committees of the Board are made up entirely of Independent Directors. The Board and these Committees are empowered to retain their own counsel or advisors as they deem necessary.

The Company’s Independent Directors satisfy the independence guidelines as set out under Rule 3.13 of The Stock Exchange of Hong Kong Limited Listing Rules and are considered as independent non-executive directors of the Company for the purpose of The Stock Exchange of Hong Kong Limited Listing Rules. Victor Luis is a member of management, and as a result, is not considered an Independent Director.

Board Diversity



The Company does not have a formal policy regarding the diversity of the Board. Instead, the GN Committee considers the Board’s overall composition when considering Director candidates, including whether the Board has an appropriate combination of professional experience, skills, knowledge and variety of viewpoints and backgrounds in light of the

Company’s current and expected future needs. In addition, the GN Committee also believes that it is desirable for new candidates to contribute to a variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.

Board’s Role in the Oversight of Risk



Under Coach’s charter, Bylaws and Guidelines and pursuant to Maryland law, it is the duty of the members of the Board to oversee the management of Coach’s business, including assessing major risks facing the Company and reviewing options for mitigating these risks. The Board, in its oversight role, periodically reviews the Company’s risk management policies and programs to ensure risk management is consistent with the Company’s corporate strategy and effective in fostering a culture of risk-aware and risk-adjusted decision-making throughout the organization. The Company conducts a rigorous risk management program that is designed to bring to the Board’s attention the Company’s most material risks for evaluation, including strategic, operational, financial, external and legal risks. The Board and its committees work with senior management, as well as Coach’s independent and

internal auditors and other relevant third parties, to ensure that enterprise-wide risk management is incorporated into corporate strategy and business operations. The Board has delegated to its committees responsibility to evaluate elements of the Company’s risk management program based on the committee’s expertise and applicable regulatory requirements. In evaluating risk, the Board and its standing committees consider whether the Company’s risk programs adequately identify material risks facing the Company in a timely fashion; implement appropriate responsive risk management strategies; and adequately transmit necessary information with respect to material risks within the Company. The Company believes that the Board's leadership structure provides appropriate risk oversight of the Company's activities.

Sarbanes-Oxley Certifications



Coach has filed with the SEC, as exhibits to its most recently filed Annual Report on Form 10-K, the certifications

required by the Sarbanes-Oxley Act of 2002 regarding the quality of the Company’s public disclosure.

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Director Compensation

Directors who are Coach employees receive no additional compensation for their services as Directors. As an NEO, Mr. Luis' compensation is included in the Summary Compensation Table. Compensation for Outside Directors is recommended by the HR Committee and approved by the Board of Directors. Compensation for Outside Directors consists of annual cash retainers for Board service and additional retainers for service as the non-executive Chairman of the Board and as the chairperson of Board Committees. Annual grants of stock options and RSUs are made on the date of Coach’s Annual Meeting of Stockholders, and valued at approximately $150,000 on the date of grant. Upon joining the Board, each new Outside Director receives a grant of options and RSUs with approximately the same value as this annual grant. In August 2016, the HR Committee's consultant,

Compensation Advisory Partners (“CAP”), reviewed and evaluated the Outside Director compensation program compared to the median of Coach's peer group and to the general industry. Based on their findings and the recommendation of the HR Committee, the Board of Directors approved an increase in the basic retainer from $75,000 to $90,000 and an increase in the Chairman of the Board retainer from $125,000 to $150,000, effective November 1, 2016.

In addition, Coach’s Outside Directors may elect to defer part or all of their annual cash retainer or RSU vesting under the 2016 Amended Stock Incentive Plan. Deferred amounts may be invested in a stock equivalent account or in an interest-bearing account (for cash retainer only).

Coach’s Outside Director retainers in effect during fiscal year 2017 were as follows:

Compensation Element
Annual Amount ($)
Received by:
Basic annual retainer
 
90,000
 
All Outside Directors
Annual equity grant value(1)
 
150,000
 
All Outside Directors
Audit Committee Chair annual retainer
 
30,000
 
Mr. Denton
HR Committee Chair annual retainer
 
30,000
 
Ms. Kropf
GN Committee Chair annual retainer
 
20,000
 
Mr. Zeitlin
Non-executive Chairman of the Board retainer
 
150,000
 
Mr. Zeitlin
(1) The annual equity grant to our Outside Directors is fixed at approximately $150,000, with 50% of the value of the award made in the form of stock options and 50% made in the form of RSUs. These awards vest in full one year from the date of grant, subject to the Director’s continued service until that time.

Director Stock Ownership Policy



Coach has a stock ownership policy for Outside Directors. Under the policy, each Director is expected to accumulate the lesser of 15,000 Coach shares or Coach shares valued at five times the base annual retainer of $90,000. The Board of Directors expects the required level of ownership to be achieved within five years of the date an Outside Director is appointed to the Board. Ownership includes shares owned, deferred stock units, and shares equivalent to the after-tax gain on vested, unexercised, in-the-money stock options.

As of the last measurement date (December 31, 2016),

Messrs. Denton, Menezes and Zeitlin and Ms. Kropf had achieved the desired level of ownership; and
Messrs. Guerra and Nuti, and Misses. Tilenius and Long were making progress toward achieving the desired level of ownership (all had been Outside Directors for less than five years).
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2017 Director Compensation



Compensation earned in fiscal year 2017 for each Outside Director is detailed below:

Name
Fees Earned or
Paid in Cash ($)(1)
Stock
Awards
($)(2)
Option
Awards
($)(2)
Total
($)
David Denton
 
111,250
 
 
74,982
 
 
75,716
 
 
261,948
 
Andrea Guerra
 
81,250
 
 
74,982
 
 
75,716
 
 
231,948
 
Susan Kropf
 
111,250
 
 
74,982
 
 
75,716
 
 
261,948
 
Annabelle Yu Long
 
81,250
 
 
74,982
 
 
75,716
 
 
231,948
 
Ivan Menezes
 
81,250
 
 
74,982
 
 
75,716
 
 
231,948
 
William Nuti
 
81,250
 
 
74,982
 
 
75,716
 
 
231,948
 
Stephanie Tilenius
 
81,250
 
 
74,982
 
 
75,716
 
 
231,948
 
Jide Zeitlin(3)
 
236,667
 
 
74,982
 
 
75,716
 
 
387,365
 
(1) Fees earned or paid in cash reflect the time Directors spent in each role and the effective date of the retainer increase as outlined in the previous Director Compensation section.
(2) Reflects the aggregate grant date fair value of all stock options and RSU awards, assuming no risk of forfeitures. The weighted average assumptions used in calculating the grant-date fair value of these awards are described in footnote 4 to the Summary Compensation Table. As of July 1, 2017, the outstanding stock options held by each outside director were: David Denton, 43,565; Andrea Guerra, 32,511; Susan Kropf, 69,783; Annabelle Yu Long, 22,321; Ivan Menezes, 59,783; William Nuti, 43,565; Stephanie Tilenius 50,350; Jide Zeitlin, 83,783. The number of RSUs held by each outside current director was 2,078. This number of shares includes dividend equivalents reinvested into the original grant on a quarterly basis as of July 1, 2017.
(3) Mr. Zeitlin deferred 100% of his cash retainer into Coach, Inc. common stock under the 2016 Amended Stock Incentive Plan.

2017 Director Option Exercises and Stock Vested



 
Option Awards
Stock Awards
Name
Number of
Shares Acquired
on Exercise(1)
(#)
Value Realized on Exercise(2)
($)
Number of Shares Acquired on
Vesting
(#)
Value Realized
on Vesting(3)
($)
David Denton
 
0
 
 
0
 
 
2,410
 
 
85,169
 
Andrea Guerra
 
0
 
 
0
 
 
2,410
 
 
85,169
 
Susan Kropf
 
14,000
 
 
195,635
 
 
2,410
 
 
85,169
 
Annabelle Yu Long
 
0
 
 
0
 
 
2,310
 
 
83,714
 
Ivan Menezes
 
0
 
 
0
 
 
2,410
 
 
85,169
 
William Nuti
 
0
 
 
0
 
 
2,410
 
 
85,169
 
Stephanie Tilenius
 
0
 
 
0
 
 
2,433
 
 
85,982
 
Jide Zeitlin
 
0
 
 
0
 
 
2,410
 
 
85,169
 
(1) 9,762 shares were sold to cover the exercise cost and fees of Ms. Kropf’s stock option exercises.
(2) Amounts reflect the difference between the exercise price of the stock option and the market price of Coach, Inc.'s common stock at time of exercise.
(3) Represents the product of the number of shares vested and the market value of Coach, Inc.'s common stock on the vesting date. Mr. Zeitlin deferred 100% of his RSU awards into Coach, Inc. common stock under the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan.
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PROPOSAL 1: ELECTION OF DIRECTORS

All of Coach’s Directors are elected each year at the Annual Meeting by the stockholders. We do not have staggered elections of our Board members. Eight Directors will be elected at this year’s Annual Meeting. Each Director’s term lasts until the 2018 Annual Meeting of Stockholders and until his or her successor has been elected and qualifies. All of the nominees are currently members of Coach’s Board of Directors. The Board of Directors recommends that you vote FOR each of the Director nominees below.

One of the current members of the Board, Ms. Tilenius, is not standing for re-election at this year’s Annual Meeting. The

Board intends to reduce the size of the Coach Board of Directors to eight effective immediately following this year’s Annual Meeting and the proxy holders may only vote for the number of nominees named in this proxy statement.

If a nominee is unavailable for election, the proxy holders may vote for another nominee proposed by the Board, or the Board may reduce the number of Directors to be elected at the Annual Meeting. The following information is furnished with respect to each nominee for election as a Director. The ages of the nominees are as of September 29, 2017.

Name
Age
Position with Coach
Jide Zeitlin
53
Chairman of the Board and Director
Victor Luis
51
Chief Executive Officer and Director
David Denton
52
Director
Andrea Guerra
52
Director
Susan Kropf
68
Director
Annabelle Yu Long
44
Director
Ivan Menezes
58
Director
William Nuti
54
Director

Jide Zeitlin

Director since 2006; Chairman of the Board since 2014

Age: 53

Principal Occupation: Private investor; and retired partner at Goldman Sachs

Board Committees: Human Resources; Governance and Nominations

Since 2006, Mr. Zeitlin has been an investor with interests in Asia, the Middle East, and Africa. Prior to 2006, Mr. Zeitlin was a Partner at The Goldman Sachs Group, Inc., where he held senior management positions in the investment banking division, including that of global chief operating officer. He also served in the firm’s executive office. Mr. Zeitlin serves on the boards of Affiliated Managers Group, Inc., is Chairman of the Nigeria Sovereign Investment Authority, and Chairman Emeritus of Amherst College. He is, or has been, a member of the boards of Milton Academy, the Harvard Business School Board of Dean's Advisors, Teach for America, Doris Duke Charitable Foundation, Montefiore Medical Center, Playwrights Horizons, Saint Ann’s School, and Common Ground Community. Mr. Zeitlin holds an A.B. degree, magna cum laude, in Economics and English from Amherst College and an M.B.A. degree from Harvard University.

Coach’s Board believes that Mr. Zeitlin is qualified to serve as a Director based on all of the experience described above, his experience as a senior investment banker and executive in multiple industries (including consumer products), his strong financial background and his extensive experience in international business and developing markets.

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PROPOSAL 1: ELECTION OF DIRECTORS



Victor Luis

Director since 2013

Age: 51

Principal Occupation: Chief Executive Officer and Director of Coach, Inc.

Victor Luis was appointed Chief Executive Officer of Coach, Inc. in January 2014. Prior to his appointment, and beginning in February 2013, he held the role of President and Chief Commercial Officer of Coach, Inc., with oversight for all of the company’s revenue-generating units, strategy and merchandising. From February 2012 to February 2013, Mr. Luis served as President, International Group of Coach,Inc., with oversight for all of Coach,Inc.’s operations outside of North America. Prior to that he was President for Coach Retail International from March 2010 to February 2012, with responsibility for the Company’s directly operated businesses in China (Hong Kong, Macau and Mainland China), Japan, Singapore, and Taiwan. Prior to that he was President and Chief Executive Officer, Coach China and Coach Japan from September 2008 to March 2010. Mr. Luis joined Coach in June 2006 as President and Chief Executive Officer, Coach Japan. Prior to joining Coach, from 2002 to 2006, Mr. Luis was the President and Chief Executive Officer for Baccarat, Inc., running the North American operation of the French luxury brand. Earlier in his career, Mr. Luis held marketing and sales positions within the Moët Hennessy Louis Vuitton (LVMH) Group. Mr. Luis holds a Bachelor of Arts degree from College of the Holy Cross and a Master of Arts degree from University College, Durham University, UK.

Coach’s Board believes that Mr. Luis is qualified to serve as a Director based on all of the experience described above and his proven track record within the Company over the past ten years and his leadership as Chief Executive Officer of the Company since 2014. His day-to-day leadership as Chief Executive Officer of Coach, Inc. provides our Board with intimate knowledge of our operations, challenges and opportunities.

David Denton

Director since 2014

Age: 52

Principal Occupation: Executive Vice President and Chief Financial Officer of CVS Health Corporation

Board Committees: Audit; Governance and Nominations

David Denton has been Executive Vice President and Chief Financial Officer of CVS Health Corporation, f/k/a CVS Caremark Corporation (“CVS”), since January 2010. He previously held the position of Senior Vice President and Controller/Chief Accounting Officer of CVS from March 2008 to December 2009. He was Senior Vice President, Financial Administration of CVS and CVS/pharmacy, Inc. from April 2007 until March 2008 and Senior Vice President, Finance and Controller of PharmaCare Management Services, Inc., CVS’s pharmacy benefits management subsidiary, from October 2005 through April 2007. He has been with CVS since July 1999. He holds a Bachelor of Science degree in Business Administration from Kansas State University and a Masters of Business Administration from Wake Forest University.

Coach’s Board believes that Mr. Denton is qualified to serve as a Director based on all of the experience described above, his financial literacy and experience as an executive officer of a large, publicly-traded, consumer-facing company, his strong financial background, and understanding of the retail industry.

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Andrea Guerra

Director since 2015

Age: 52

Principal Occupation: Executive Chairman, Eataly

Board Committees: Audit

Mr. Guerra has served as the Executive Chairman of Eataly since September 2015. From 2004 to 2014, Mr. Guerra served as Chief Executive Officer of Luxottica Group S.p.A. Formerly, Mr. Guerra spent 10 years at Merloni Elettrodomestici, where he was appointed Chief Executive Officer in 2000. Prior to that, Mr. Guerra worked for Marriott Italia where he became Director of Marketing. Mr. Guerra serves on the Board of Directors of Ariston Thermo S.p.A. In December 2014 he was appointed the Senior Strategic Advisor for Business, Finance and Industry to Italian Prime Minister Matteo Renzi. Mr. Guerra received a degree in Business Administration from the La Sapienza University of Rome in 1989.

Coach’s Board believes that Mr. Guerra is qualified to serve as a Director based on all of the experience described above, his past experience as a chief executive of a large publicly-traded global eyewear company, including his understanding of Coach’s business as the licensor of the Company’s eyewear line, and his understanding of the global luxury retail industry.

Susan Kropf

Director since 2006

Age: 68

Principal Occupation: Retired President and Chief Operating Officer of Avon Products

Board Committees: Human Resources; Governance and Nominations

Prior to her retirement in January 2007, Susan Kropf served as President and Chief Operating Officer of Avon Products with full profit-and-loss responsibility for all of Avon's worldwide operations. She was named to this role in 2001 and was a member of Avon’s Board of Directors beginning in January 1998. Ms. Kropf was reelected to Avon’s Board in May 2015. During her more than 30 year career at Avon, Ms. Kropf held key positions in marketing, product development and supply chain operations in addition to her general management roles. Notably, she was a leading force in the company’s emerging market growth. Ms. Kropf also serves on the Boards of Avon Products, Inc., Kroger Co., New Avon LLC and The Sherwin Williams Co. She serves on various committees of these Boards including Finance, Compensation and Nominating & Governance. Ms. Kropf holds a B.A. from St. John’s University and an M.B.A in Finance from New York University.

Coach's Board believes that Ms. Kropf is qualified to serve as a Director based on all of the experience described above, her experience as an executive officer of a major, publicly-traded, global consumer products company, her strong financial background, and her extensive experience in manufacturing, marketing, supply chain operations, customer service and product development.

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PROPOSAL 1: ELECTION OF DIRECTORS



Annabelle Yu Long

Director Since 2016

Age: 44

Principal Occupation: Managing Partner, Bertelsmann Asia Investments; Chief Executive, Bertelsmann China Corporate Center

Board Committees: Audit

Annabelle Yu Long currently serves as a member of the Bertelsmann Group Management Committee, Chief Executive of Bertelsmann China Corporate Center, and Managing Partner of Bertelsmann Asia Investments. Formerly, she was a Principal at Bertelsmann Digital Media Investments. She joined the international media, services, and education company via the Bertelsmann Entrepreneurs Program in 2005. From 1996 to 2003, Ms. Long was a Producer and Lead Anchor for the Sichuan Broadcasting Group. From 1994 to 1996 she was a Producer and host for Chengdu People’s Radio Broadcasting. Ms. Long is an active member of the World Economic Forum’s Young Global Leaders Advisory Council and is also a member of its Global Agenda Council on the Future of Media, Entertainment & Information. In addition, she is a member of the Stanford Graduate School of Business Advisory Council. Ms. Long serves on the Board of Directors of both BitAuto (NYSE: BITA) and China Distance Education (NYSE: DL). Ms. Long holds a Bachelor of Science degree from the University of Electronic Science and Technology in Chengdu, China and an M.B.A. from the Stanford Graduate School of Business.

Coach's Board believes that Ms. Long is qualified to serve as a Director based on all the experience described above, her insight about the Chinese consumer and knowledge of and experience with the media landscape in China, along with her track record of investing in digital and lifestyle companies.

Ivan Menezes

Director since 2005

Age: 58

Principal Occupation: Chief Executive of Diageo plc

Board Committees: Audit

Ivan Menezes is an Executive Director and the Chief Executive of Diageo plc, a premium drinks company; he was appointed Chief Executive in July 2013 and has been an Executive Director since July 2012. Before then he held several executive and senior appointments at Diageo plc and was the Chief Operating Officer, Diageo plc since March 2012, the Chairman, Diageo Latin America & Caribbean since July 2011, the Chairman, Diageo Asia Pacific since October 2008, and the President and Chief Executive Officer of Diageo North America since January 2004. He previously served as President and Chief Operating Officer of Diageo North America from July 2002 and as President of Diageo, Venture Markets since July 2000. Before joining Diageo in 1997, he held senior marketing positions with Whirlpool Europe, a manufacturer and marketer of major home appliances, in Milan and was a principal with Booz Allen Hamilton, Inc., a strategy and technology consulting firm, both in Chicago and in London. Mr. Menezes also serves as an executive Director on the Board of Directors of Diageo plc. Mr. Menezes holds a Bachelor of Arts degree in Economics from St. Stephen’s College, Delhi, a post graduate diploma from the Indian Institute of Management, Ahmedabad and an M.B.A. degree from Northwestern University’s Kellogg School of Management.

Coach’s Board believes that Mr. Menezes is qualified to serve as a Director based on all of the experience described above, his experience as a Chief Executive of a major global consumer products company, his strong financial background, and his proven track record of driving international growth and expansion.

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PROPOSAL 1: ELECTION OF DIRECTORS



William Nuti

Director since 2014

Age: 54

Principal Occupation: Chairman and Chief Executive Officer of NCR Corporation

Board Committees: Human Resources

William Nuti is the Chairman of the Board and Chief Executive Officer of NCR Corporation (“NCR”), a global technology company. Mr. Nuti became Chairman of the Board of Directors of NCR in October 2007, having joined the NCR Board of Directors in August 2005. Before joining NCR as President and Chief Executive Officer in August 2005, Mr. Nuti served as President and Chief Executive Officer of Symbol Technologies, Inc., an information technology company. Prior to that, he was Chief Operating Officer of Symbol Technologies. Mr. Nuti joined Symbol Technologies in 2002 following a 10 plus year career at Cisco Systems, Inc. (“Cisco”) where he advanced to the dual role of Senior Vice President of the company’s Worldwide Service Provider Operations and U.S. Theater Operations. Prior to his Cisco experience, Mr. Nuti held sales and management positions at International Business Machines Corporation, Netrix Corporation and Network Equipment Technologies. Mr. Nuti is also a director of United Continental Holdings, Inc. and is a member of its Audit Committee and previously served, within the last five years, as a director of Sprint Nextel Corporation. Mr. Nuti is also a director of the Compound Foundation, a member of the Georgia Institute of Technology advisory board and a trustee of Long Island University. He holds a Bachelor of Science degree in Economics and Finance from Long Island University.

Coach’s Board believes that Mr. Nuti is qualified to serve as a Director based on all of the experience described above, including his current role as a chief executive of a large public company, his experience as a director of other public companies, his demonstrated management and leadership experience, as well as his global sales and operations experience.

Director Qualifications



The Company does not set specific criteria for Directors except to the extent required to meet applicable legal, regulatory and stock exchange requirements, including the independence requirements of the SEC, the NYSE and the Hong Kong Stock Exchange. Nominees for Director will be selected on the basis of outstanding achievement in their personal careers, board experience, wisdom, integrity, ability to make independent, analytical inquiries, understanding of the business environment, and willingness to devote adequate time to Board duties. While the selection of qualified Directors is a complex and subjective process that requires consideration of many intangible factors, the GN Committee of the Board believes that each Director should have a basic understanding of (a) the principal operational and financial objectives, plans

and strategies of the Company, (b) the results of operations and financial condition of the Company and its business, and (c) the relative standing of the Company and its business in relation to its competitors.

The Board believes that each of its current Directors meet all of these qualifications, as well as the individual qualifications presented above in each of their biographies.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE ABOVE NOMINEES FOR DIRECTOR.

      2017 PROXY STATEMENT 23

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

This section should be read in conjunction with the Audit Committee Report presented below.

Ratification of Appointment of Auditors; Attendance at Meetings



The Audit Committee of Coach’s Board of Directors has appointed Deloitte & Touche LLP (“D&T”) as our independent registered public accounting firm for fiscal year 2018. We are asking stockholders to ratify the appointment of D&T as our independent registered public accounting firm at the Annual Meeting. Representatives of D&T are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Our Bylaws do not require that the stockholders ratify the appointment of D&T as our independent auditors. However, we are submitting the appointment of D&T to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the appointment, the Board of Directors and the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year

ending June 29, 2019 (“fiscal year 2019”). Even if the appointment of D&T is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interests of the Company and our stockholders. At this time, the Board and the Audit Committee believe that the continued retention of D&T to serve as our independent auditors is in the best interest of the Company and our stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF D&T AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2018.

Fees for Audit and Other Services



The aggregate fees for professional services rendered by D&T for the fiscal years ended July 2, 2016 and July 1, 2017 were approximately as follows:

 
Fiscal Year 2016
Fiscal Year 2017
Audit Fees(1)
$3,630,000
 
$3,988,000
 
Audit-Related Fees(2)
 
261,000
 
 
694,700
 
Tax Fees(3)
 
564,000
 
 
249,400
 
All Other Fees
 
2,000
 
 
0
 
(1) Includes the audit of Coach’s annual consolidated financial statements and internal control over financial reporting, as well as the review of quarterly financial statements and assistance with regulatory and statutory filings.
(2) Includes consultations related to the Kate Spade acquisition and related debt financing, registration statement procedures, other accounting consultations and audits of employee benefit plans.
(3) Tax fees represent fees for professional services related to national tax consulting services.

Audit Committee Pre-Approval Policy



The Audit Committee is responsible for approving audit fees and is required to pre-approve all services provided by the independent auditors to assure that these services do not impair the auditors independence. Services that have not received pre-approval will require specific review and approval by the Audit Committee. In addition, when the scope of services being provided (and the related fees) meaningfully change, Coach and the independent auditors will provide an

update to the Audit Committee. All services described in the table above have been approved by the Audit Committee or the Audit Committee Chair on an engagement-by-engagement basis.

The Audit Committee considered the services listed above to be compatible with maintaining D&T’s independence.

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AUDIT COMMITTEE REPORT

The Audit Committee (the “Audit Committee”) of the Board of Directors of Coach, Inc. (“Coach”) is responsible for overseeing Coach’s accounting and financial reporting principles and policies, financial statements and the independent audit thereof, and Coach’s internal audit controls and procedures. The Audit Committee is also responsible for selecting and evaluating the independence of Coach’s independent auditors and for pre-approving the audit and non-audit services rendered by the independent auditors. Management has the primary responsibility for the financial statements and the reporting process, including Coach’s systems of internal controls. The independent auditors are responsible for auditing the annual consolidated financial statements prepared by management and expressing an opinion as to whether those financial statements conform with accounting principles generally accepted in the United States of America as well as expressing an opinion on the effectiveness of internal control over financial reporting.

The Audit Committee reviewed and discussed the audited consolidated financial statements for the fiscal year ended July 1, 2017 with management and Coach’s independent auditors. These discussions included a review of the reasonableness of significant judgments, the quality, not just acceptability, of Coach’s accounting principles and such other matters as are required to be discussed with the Audit Committee. Coach’s independent auditors discussed their independence and also provided to the Audit Committee the written disclosures and the letter required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), and the Audit Committee has discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board.

Based upon the review and discussions described in this report, the Audit Committee recommended to the Board of Directors of Coach that the audited financial statements be included in Coach’s Annual Report on Form 10-K for the fiscal year ended July 1, 2017 that has been filed with the Securities and Exchange Commission.

Audit Committee

David Denton, Chair
Andrea Guerra
Annabelle Yu Long
Ivan Menezes

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EXECUTIVE OFFICERS

The following table sets forth information regarding each of Coach’s executive officers as of September 29, 2017:

Name
Age
Position
Victor Luis(1)
51
Chief Executive Officer and Director
Kevin Wills
51
Chief Financial Officer
Todd Kahn
53
President, Chief Administrative Officer and Secretary
Joshua Schulman
46
President and Chief Executive Officer, Coach Brand
Ian Bickley
53
President, Global Business Development and Strategic Alliances
Sarah Dunn
57
Global Human Resources Officer
(1) Information regarding Mr. Luis is listed under Proposal 1: Election of Directors

Kevin Wills was appointed Chief Financial Officer in February 2017, responsible for all finance functions, global inventory management, corporate real estate and facilities. Mr. Wills joined Coach from AlixPartners LLP, a global business advisory firm, where he served as Managing Director and Chief Financial Officer since March 2014. At AlixPartners, Mr. Wills was responsible for all financial management, capital restructuring and mergers and acquisitions. Prior to AlixPartners, Mr. Wills was Executive Vice President and Chief Financial Officer of Saks Incorporated, owner of the Saks Fifth Avenue, Saks.com and Off 5th franchises, where he worked for nearly 16 years in various finance, strategic-planning, administration and operations positions. Before joining Saks Inc., Mr. Wills served as Vice President and Controller for the Tennessee Valley Authority, an energy producer. Mr. Wills started his career in 1988 as a Business Assurance Manager for Coopers and Lybrand (now known as PwC), an accounting and financial services firm. He has a BS in Business Administration from Tennessee Technological University and is a Certified Public Accountant. In addition, Mr. Wills is currently Chairman of the Board of Tivity Health Inc., where he has been a Director since 2012.

Todd Kahn was appointed President, Chief Administrative Officer and Secretary in May 2016. Mr. Kahn joined Coach as Senior Vice President, General Counsel and Secretary in January 2008. He was appointed Executive Vice President in 2011, Executive Vice President, Corporate Affairs in May 2013, Global Corporate Affairs Officer in April 2014 and Chief Administrative Officer in August 2015. Prior to joining Coach, from July to September 2007, Mr. Kahn served as President and Chief Operating Officer of Calypso Christian Celle, a luxury lifestyle brand. From January 2004 until July 2007, Mr. Kahn served as Executive Vice President and Chief Operating Officer of Sean John, a private lifestyle apparel company. From August 2001 until December 2003, he was President and Chief Operating Officer of Accessory Network, a private accessory company. Before joining Accessory Network, Mr. Kahn served as President and Chief Operating Officer of InternetCash Corporation, an Internet payment technology company. He served as Executive Vice President

and Chief Operating Officer of Salant Corporation, a public apparel company, after joining the company as Vice President and General Counsel in 1993. From 1988 until 1993, Mr. Kahn was a corporate attorney at Fried, Frank, Harris, Shriver and Jacobson in New York. Mr. Kahn received a Bachelor of Science degree from Touro College and a Juris Doctor from Boston University Law School.

Joshua Schulman was appointed President and CEO of the Coach Brand in June 2017, responsible for all aspects of the Coach Brand globally. Prior to joining Coach, Mr. Schulman served as President, Bergdorf Goodman and NMG International at Neiman Marcus Group. Mr. Schulman joined Neiman Marcus Group in 2012 and assumed additional responsibility for NMG International with the acquisition of MyTheresa.com in 2014. From 2007 until 2012, Mr. Schulman was Chief Executive Officer of Jimmy Choo, Ltd. Prior to Jimmy Choo, Mr. Schulman served in senior executive roles at global retail and luxury brands including Managing Director, International Strategic Alliances, Gap, Inc., Executive Vice President, Worldwide Merchandising and Wholesale, Yves Saint Laurent, as well as Worldwide Director, Women’s Ready-to-Wear, Gucci. Mr. Schulman attended New York University and Parsons School of Design. In addition, Mr. Schulman sits on the Board of Farrow & Ball, Ltd.

Ian Bickley was appointed President, Global Business Development and Strategic Alliances for Coach, Inc., effective as of July 2, 2017. Mr. Bickley is responsible for strategic partnerships across the Company's portfolio of brands. Mr. Bickley has oversight of the Company's global real estate portfolio and, together with the brand presidents, leads the development of Coach, Inc.'s global multi-brand distribution infrastructure including strategic distributor and joint-venture relationships, licensing partnerships and collaborations. Between 2013 and 2017, Mr. Bickley was President, International Group responsible for all of the Coach Brand's international businesses, including management of direct retail businesses and oversight for wholesale and distributorship businesses around the world. In addition, he led the development of all new and emerging markets for the Coach Brand globally. Mr. Bickley joined Coach in May 1993 as

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EXECUTIVE OFFICERS



Director, International Planning & Operations and assumed responsibility for Japanese business development two years later. In 1997, he became Vice President, Japan, and relocated to Tokyo. In 2001, Mr. Bickley was promoted to President of Coach Japan, Inc. Prior to joining Coach, from 1989 to 1993, Mr. Bickley was Director of Operations for Quick Response GMBH, a marketer and manufacturer of women’s apparel based in Munich, Germany. From 1988 to 1989, he served as a consultant for the LEK Partnership, a strategic management consulting firm, also based in Munich. Mr. Bickley serves as a Director of Crocs, Inc. Mr. Bickley holds a Bachelor of Arts degree in Economics from Harvard College.

Sarah Dunn was appointed Global Human Resources Officer in April 2014, after becoming Executive Vice President in

August 2011, and joining Coach as Senior Vice President, Human Resources in July 2008. Prior to joining Coach, Ms. Dunn held executive positions at Thomson Financial and at Reuters, international multimedia news and financial information agencies in London and New York. She joined Thomson Financial in 2003 as Chief Content Officer and was appointed Executive Vice President, Human Resources and Organizational Development in April 2005. Prior to that at Reuters she was President of Corporates and Media Division and she also served as Chief Executive Officer of Lipper, and as a Board Member of Factiva. Ms. Dunn holds a Bachelor of Science degree in Human Sciences from University College, London, U.K., and a Masters degree in Information Science from City University, London.

      2017 PROXY STATEMENT 27

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COACH STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below presents information, as of August 31, 2017, except as otherwise noted below, with respect to the beneficial ownership of Coach’s common stock by each stockholder known to us to be the beneficial owner of more than 5% of our common stock, each Director and Director nominee, our NEOs, and all Directors and executive officers as a group. Except as otherwise noted, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

In general, “beneficial ownership” by an individual or entity includes those shares a Director or executive officer has the power to vote, or the power to transfer, and stock options or other derivative securities that are exercisable currently or will become exercisable within 60 days; however, shares exercisable within 60 days are not considered outstanding for

purposes of computing the percentage of ownership of any other individual or entity. Where indicated, the beneficial ownership described below includes share unit balances held under Coach’s stock incentive plans and Non-Qualified Deferred Compensation Plan for Outside Directors. The value of share units and share equivalents mirrors the value of Coach’s common stock. The amounts ultimately realized by the Directors will reflect all changes in the market value of Coach common stock from the date of deferral or accrual until the date of payout. The share equivalents do not have voting rights but are credited with dividend equivalents, if any, which will be forfeited if the underlying award forfeits. Unless otherwise indicated, the address of all listed stockholders is c/o Coach, Inc., 10 Hudson Yards, New York, New York 10001.

Beneficial Owner
Shares owned
Percent of Class
T. Rowe Price Associates, Inc.(1)
 
28,494,974
 
 
9.94%
Vanguard(2)
 
28,408,123
 
 
9.91
 
Blackrock(3)
 
17,056,796
 
 
5.95
 
Amundi(4)
 
16,449,684
 
 
5.74
 
Dodge & Cox(5)
 
15,192,276
 
 
5.30
 
Victor Luis(6)
 
1,256,813
 
 
*
 
Kevin Wills(7)
 
0
 
 
*
 
Andre Cohen(8)
 
21,299
 
 
*
 
Ian Bickley(9)
 
449,591
 
 
*
 
Todd Kahn(10)
 
245,291
 
 
*
 
Andrea Resnick(11)
 
159,333
 
 
*
 
Jane Nielsen
 
0
 
 
*
 
David Denton(12)
 
53,867
 
 
*
 
Andrea Guerra(13)
 
25,631
 
 
*
 
Susan Kropf(14)
 
79,386
 
 
*
 
Annabelle Yu Long(15)
 
11,037
 
 
*
 
Ivan Menezes(16)
 
60,679
 
 
*
 
William Nuti(17)
 
38,867
 
 
*
 
Stephanie Tilenius(18)
 
48,178
 
 
*
 
Jide Zeitlin(19)
 
127,364
 
 
*
 
All Directors and Officers as a Group (17 people)(20)
 
2,799,250
 
 
*
 
* Less than 1%.
(1) T. Rowe Price Associates, Inc. (“Price Associates”), as of December 31, 2016, possessed sole voting power with respect to 11,276,653 securities and sole dispositive power with respect to 28,494,974 securities, based on Amendment No. 1 of a Schedule 13G filed with the SEC on filed on March 31, 2017. Price Associates is located at 100 E. Pratt Street, Baltimore, MD 21202.
(2) The Vanguard Group (“Vanguard”), as of December 31, 2016, possessed sole voting power with respect to 447,291 securities, shared voting power with respect to 64,285 securities, sole dispositive power with respect to 27,914,792 securities and shared dispositive power with respect to 493,331 securities, based on a Amendment No. 3 of a Schedule 13G filed with the SEC on April 28, 2017. Vanguard is located at 100 Vanguard Boulevard, Malvern, PA 19355.
(3) Blackrock, Inc. (“Blackrock”), as of December 31, 2016, possessed sole voting power with respect to 14,419,958 and sole dispositive power with respect to 17,056,796 securities, respectively, based on Amendment No. 5 of a Schedule 13G filed with the SEC on January 23, 2017. Blackrock is located at 55 East 52nd Street, New York, New York 10055.
(4) Amundi, as of December 31, 2016, possessed shared voting power with respect to 16,420,050 and shared dispositive power with respect to 16,449,684 securities and Amundi Asset Management, a wholly-owned subsidiary of Amundi, possessed shared voting power with respect to 16,231,979 and shared dispositive power with respect to 16,247,741 securities. Amundi is located at 91-93 boulevard Pasteur, 75015 Paris, France and Amundi Asset Management is located at 90 boulevard Pasteur, 75015 Paris, France. The ownership information set forth is based in its entirety on material contained in the Schedule 13G filed with the SEC on February 13, 2017 by Amundi.
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(5) Dodge & Cox (“Dodge”), as of December 31, 2016, possessed sole voting power with respect to 14,315,826 securities and sole dispositive power with respect to 15,192,276 securities, respectively, based on Amendment No. 4 of a Schedule 13G filed with the SEC on March 20, 2017. Dodge is located at 555 California Street, 40th Floor, San Francisco, California 94104.
(6) Includes 1,105,775 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options.
(7) Employment commenced on February 21, 2017; no common stock may be purchased within 60 days of August 31, 2017.
(8) Includes 21,299 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options.
(9) Includes 353,280 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options.
(10) Includes 218,085 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options.
(11) Includes 120,701 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options.
(12) Includes 32,281 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options.
(13) Includes 21,227 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options.
(14) Includes 58,499 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options.
(15) Includes 11,037 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options.
(16) Includes 48,449 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options and 7,812 stock equivalents held under the Coach, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors and the 2016 Amended Stock Incentive Plan.
(17) Includes 32,281 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options.
(18) Includes 39,066 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options.
(19) Includes 72,499 shares of common stock that may be purchased within 60 days of August 31, 2017 pursuant to the exercise of options and 50,726 stock equivalents held under the Coach, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors and the 2016 Amended Stock Incentive Plan.
(20) Includes 2,318,687 shares subject to options exercisable within 60 days of August 31, 2017 and 58,538 stock equivalents held by our Outside Directors.

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PROPOSAL 3: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPANY’S EXECUTIVE COMPENSATION

This section should be read in conjunction with the Compensation Discussion and Analysis and Executive Compensation sections and the Human Resources Committee Report presented below.

In accordance with Section 14A of the Exchange Act, the Company seeks a non-binding advisory vote from its stockholders to approve the compensation of its NEOs as described in the Compensation Discussion and Analysis section beginning on page 32 and the Executive Compensation section beginning on page 54.

In deciding how to vote on this proposal, the Board encourages you to read both the Compensation Discussion and Analysis and Executive Compensation sections. The HR Committee has made significant enhancements in recent years to strengthen the link between pay and performance, to further link compensation to our overall compensation objectives described below, and to clearly detail the rationale for its pay decisions.

Our executive compensation program is designed to provide the level of compensation necessary to attract and retain talented and experienced executives, align compensation with the long-term interests of our stockholders and motivate executives to achieve our short-term and long-term strategies. We reward our NEOs and employees for furthering the Company’s primary objective: driving innovation across all of our brands and adopting strategies that promote long-term brand health and sustained increases in stockholder value through ongoing sales and earnings growth. Pay for performance is core to our program. Reflecting this commitment and due to the fact that the Company exceeded its fiscal year 2017 objectives, certain of our NEOs’ compensation components paid out above established targets. Conversely, the Company did not achieve its fiscal year 2015-2017 PRSU target goals, and this compensation component paid out below target. Overall, we believe our executive compensation program meets each of our compensation objectives.

The Board recommends that stockholders vote FOR the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the proxy statement for the 2017 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and the accompanying executive compensation tables and related narrative.”

Adoption of the above resolution requires “FOR” votes from a majority of the votes cast on the matter at the Annual Meeting. Because your vote is advisory, it will not be binding upon the Company, the Board or the HR Committee. However, the Board values stockholders’ opinions and the HR Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. The Board has adopted a policy of providing for annual advisory votes from stockholders on executive compensation. The next such vote is expected occur at the 2018 Annual Meeting of Stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPANY’S EXECUTIVE COMPENSATION.

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PROPOSAL 4: APPROVAL, ON A NON-BINDING ADVISORY BASIS, ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPANY’S EXECUTIVE COMPENSATION

In addition to the advisory vote to approve executive compensation, the Company is seeking a non-binding resolution from stockholders as to how often they believe the advisory vote to approve executive compensation should be held in the future. When this advisory vote was last held in 2011, stockholders indicated a preference to hold the advisory vote to approve executive compensation each year and the Board implemented this standard.

The Board continues to believe that an annual advisory vote to approve executive compensation is the most appropriate policy for our stockholders and the Company. Although the Company’s executive compensation program is designed to promote a long-term connection between pay and performance, the Company’s executive compensation disclosures are made annually. An annual vote provides stockholders with the opportunity to express their views on a regular basis and provides more immediate feedback on the Company’s executive compensation practices as disclosed in its annual proxy statement.

Regardless of the frequency of the advisory vote to approve executive compensation, the HR Committee will remain committed to considering feedback from stockholders as it continues to refine and evaluate the Company’s compensation programs.

While the Board recommends an annual advisory vote to approve executive compensation, the voting options are to hold the advisory vote to approve executive compensation each year, every two years or every three years.

Generally, the affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve matters presented to stockholders. However, if none of the frequency options — one year, two years or three years — receives the required majority vote, the option receiving the greatest number of votes will be considered the frequency selected by the stockholders. Although this vote is not binding, the Board of Directors will take into account the outcome of this vote in making a determination on the frequency with which advisory votes on executive compensation will be held.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR “1 YEAR” AS THE FREQUENCY WITH WHICH FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION SHOULD BE HELD BY THE COMPANY.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the compensation program for the following individuals, all of whom are considered NEOs for fiscal year 2017.

Name
Title
Victor Luis
Chief Executive Officer
Kevin Wills(1)
Chief Financial Officer
Andre Cohen(2)
Former President, North America and Global Marketing
Ian Bickley(3)
President, Global Business Development and Strategic Alliances
Todd Kahn
President, Chief Administrative Officer and Secretary
Andrea Resnick(4)
Global Head of Investor Relations and Corporate Communications
Jane Nielsen(5)
Former Chief Financial Officer
(1) Mr. Wills joined the Company on February 21, 2017.
(2) Mr. Cohen left the Company after the end of fiscal year 2017.
(3) Mr. Bickley was President, International Group through the end of fiscal year 2017; his current role went into effect at the start of fiscal year 2018.
(4) Ms. Resnick served as Interim Chief Financial Officer from August 20, 2016 until Mr. Wills joined the company on February 21, 2017.
(5) Ms. Nielsen left the Company after the end of fiscal year 2016.

This Compensation Discussion and Analysis is divided into the following sections:

 
Page

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Executive Summary

Coach’s Transformation and Long-Term Strategic Plan




Fiscal year 2017 was a transformational year for the Company. We continued to focus on elevating the perception of the Coach Brand through compelling product, differentiated store concepts and emotional marketing. We drove global Stuart Weitzman Brand awareness and made important investments in key leadership and design talent. We also took a major step in our corporate transformation with the acquisition of Kate Spade & Company, which was announced in late fiscal year 2017 and completed in early fiscal year 2018, establishing Coach, Inc. as a New York-based house of modern luxury lifestyle brands.

During fiscal year 2017 we also:

Delivered double-digit increases in Coach, Inc. net income and earnings per diluted share, consistent with our guidance;
Continued to gain traction on the Coach Brand transformation, delivering strong international results and positive comparable North America Coach Brand sales each quarter;
Achieved double-digit Stuart Weitzman sales growth for the year on a comparable 52 week basis; and
Continued to return capital to stockholders by declaring a dividend each quarter of $.3375 per share, maintaining an annual rate of $1.35 per share for fiscal year 2017.

Select Coach, Inc. fiscal year 2017 financial highlights:

 
Fiscal Year 2017 Results(1)
($ in millions, except per share amounts)
Measure
GAAP(2)
Non-GAAP(2)
Change Versus
Fiscal Year 2016
on a GAAP
Basis(3)
Change Versus
Fiscal Year 2016
on a Non-GAAP
Basis(3)
Change Versus
Fiscal Year 2016
on a Non-GAAP
Basis Adjusted
for 52 Weeks(4)
Net sales
$4,488.3
 
$4,488.3
 
 
0%
 
0%
 
2%
Diluted earnings per share
 
2.09
 
 
2.15
 
 
27%
 
9%
 
13%
Annual cash dividend
$1.35 per share as of
July 2017
 
No Change
 
Total stockholder return(5)
20%
(1) See APPENDIX A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.
(2) Fiscal year 2017 was a 52 week year.
(3) Fiscal year 2016 was a 53 week year; these columns reflect change versus fiscal year 2016 on a 53 week basis.
(4) This column reflects change versus fiscal year 2016 on a comparable 52 week basis.
(5) Total stockholder return with dividends reinvested.
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COMPENSATION DISCUSSION AND ANALYSIS



In addition to the fiscal year 2017 highlights noted above, we also implemented a new multi-brand leadership structure during the fiscal year to support future growth and appointed:

Joshua Schulman as President and Chief Executive Officer of the Coach Brand and Ian Bickley as President, Global Business Development and Strategic Alliances for Coach, Inc., two newly created roles reporting to Mr. Luis; and
Wendy Kahn as Stuart Weitzman Brand Chief Executive Officer and Brand President and Giovanni Morelli as Stuart Weitzman Brand Creative Director.

Building on the momentum of fiscal year 2017, we announced strategies for future growth as a house of brands uniting under the following common philosophy:

Drive brand-led strategies that focus on the consumer and on an inclusive approach to luxury;
Focus on innovation across product, marketing and experiences in stores and digital channels; and
Generate sustainable revenue and earnings growth through strategies that are focused on long-term brand health.

Results of Stockholder Advisory Vote to Approve Executive Compensation and the HR Committee's Response to Stockholder Feedback



At our 2016 Annual Meeting of Stockholders, approximately 97% of the votes cast were in favor of our advisory vote on executive compensation, an increase of 35 percentage points over the fiscal year 2015 result. The HR Committee believes the result reflects strong stockholder support for the executive compensation program, including the changes made to Coach's compensation programs in fiscal years 2016 and 2017. The changes resulted from investor and proxy advisory firm feedback and in alignment with our Board approved strategic plans.

Ahead of the 2015 and 2016 annual meeting of stockholders, the HR Committee Chair and members of management

reached out to investors to understand their perspectives on the Company's executive compensation program. Several investors asked the HR Committee to consider selecting more traditional measures for performance restricted stock unit awards (such as return on assets or return on investment), and to set financial performance targets for annual incentives not lower than the prior year's results.

This feedback and advice from our executive compensation consultants, CAP, on trends and best practices, were considered by the HR Committee in setting fiscal year 2017 and 2018 executive compensation. Significant changes to fiscal year 2017 and 2018 compensation are reflected in the table below:

Compensation Program Changes
Rationale
For Fiscal Year 2017
Changed the performance measures for performance RSUs (“PRSUs”) under the long-term incentive plan to cumulative net income (75% weighted) and average return on net assets (25% weighted).
Considered board-approved strategic plan, stockholder feedback, management input, and investor voting policies.
   
Return on net assets (“RONA”) supports efficient deployment of capital and is viewed by members of the investment community as an excellent metric for supporting long-term value creation.
   
These metrics do not overlap with the metrics in the Annual Incentive Plan.
PRSUs granted in fiscal year 2017 cliff vest after three years based on performance results for fiscal years 2017-2018 (two years).
Maintained multi-year goals while reducing impact of non-controllable events on the goal setting process.
Increased CEO annual and long-term incentive opportunities.
   
Used performance stock options for all incremental long-term incentive value.
   
New CEO long-term incentive mix is: 40% PRSUs, 33% performance stock options, and 27% traditional stock options.
Considered CEO and Company performance to-date related to the strategic transformation of the company, as discussed above.
   
When benchmarked versus peer group CEOs, target compensation was below median. The increases to incentive compensation better align Mr. Luis to the peer group.
   
Stock options focus executives on stock price growth over the long-term (up to 10 years).
   
Performance stock options vest only if a three year free cash flow goal is achieved. Free cash flow is a driver of value creation not used in other incentive programs.
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Compensation Program Changes
Rationale
Selective increases in annual and long-term incentive opportunities for key executives.
   
Changed long-term incentive mix for executives with President title to 40% PRSUs, 40% traditional stock options, and 20% RSUs, from 33% PRSUs, 33% traditional stock options, and 33% RSUs.
Retain key executive talent in a highly competitive industry.
   
Increased the weight on performance-based long-term incentive vehicles (PRSUs and stock options) to increase the focus on mid-term, multi-year net income and RONA goals, and long-term stock price growth.
For Fiscal Year 2018
No salary increases for fiscal year 2018 for NEOs in September 2017, as part of the annual review cycle.
Ongoing expense control.
Removed operational performance component from Annual Incentive Plan.
Simplify program and drive focus on shared financial success.
Lengthened vesting schedule for annual stock option and RSU awards to four years from three years; no change to three year cliff vesting of CEO performance options.
Longer vesting encourages retention and reduces SG&A expense for the next three years.
Narrowed the performance and payout curves for the net sales component in the Annual Incentive Plan.
New curves better reflect the range of likely net sales outcomes and market practice.
Awarded bonuses to the following NEOs and select other employees in connection with the Kate Spade acquisition: Kevin Wills - $200,000; Todd Kahn - $150,000; Ian Bickley - $125,000 and Andrea Resnick - $75,000.
Bonuses help retain key talent through a period of transition and reward select employees for their hard work on the Kate Spade acquisition and ongoing integration.

Fiscal Year 2017 Compensation Summary



Key decisions on fiscal year 2017 compensation made by the HR Committee were intended to align with our long-term strategic plan and include an appropriate balance of fixed and performance-based pay elements. These decisions were informed by a peer company compensation benchmarking review prepared by the Committee's compensation consultant, CAP. Highlights include:

Base Salary

Salary increases for fiscal year 2017 were awarded to some NEOs in September 2016 as part of the standard annual review cycle.

Fiscal Year 2017 Annual Incentives

The HR Committee set financial and operational goals under the Annual Incentive Plan which required growth versus the prior year's actual results and were aligned with our long-term strategy and external guidance.
Following the end of the fiscal year, the NEOs earned a payout of 106.4% of target for Coach, Inc. financial performance, with payouts for business unit financial performance ranging from 86.2% to 92.3% of target.
Individual performance against pre-determined operational goals resulted in payouts for our NEOs ranging from 83% to 175% of their target opportunity.
Details are found in the Annual Incentive Plan section below.

Long-Term Incentive Opportunity and Mix

As described in the above Compensation Program Changes table, the HR Committee increased Mr. Luis' fiscal year 2017 long-term incentive award grant value to approximately $9,000,000 from $6,000,000. The $3,000,000 incremental value was granted in the form of performance stock options, with vesting contingent on the Company's achievement of a three-year cumulative free cash flow goal. Details of these grants are found in the Long-Term Incentive Plan section below.
As noted in the above Compensation Program Changes table, the HR Committee increased the long-term incentive award opportunity for Messrs. Cohen, Bickley and Kahn. Details of these grants are found in the Long-Term Incentive Plan section below.
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COMPENSATION DISCUSSION AND ANALYSIS



Granted Fiscal Year 2017-2019 PRSUs (“FY17-19 PRSUs”)

The HR Committee set challenging goals for cumulative net income and average return on net assets for FY17-19 PRSU awards granted to each NEO. These awards have a two-year performance period and may vest on the third anniversary of the grant date subject to the NEO's continued employment. Details are found in the Long-Term IncentivePlan section below.

Settled Fiscal Year 2015-2017 PRSUs (“FY15-17 PRSUs”)

Following fiscal year 2017, all NEOs (with the exception of Mr. Wills), earned 70.9% of their target FY15-17 PRSUs. Details are found in the Long-Term Incentive Plan section below.

CFO Transition

Ms. Nielsen left the Company in August 2016 and Mr. Wills joined the company in February 2017.
Ms. Resnick served as Interim Chief Financial Officer, while continuing to perform her duties as Global Head of Investor Relations and Corporate Communications. The HR Committee awarded Ms. Resnick an additional cash

bonus payment of $300,000 for the period she served as interim CFO and a $500,000 special RSU award vesting in full after three years. Details related to her RSU are found in the Long-Term Incentive Plan section below.

Mr. Wills joined the Company in February 2017; his compensation took into account amounts he forfeited upon leaving his former employer, and included a $1,500,000 sign on bonus (paid partly in fiscal year 2017 and partly in fiscal year 2018), and a $3,500,000 RSU award vesting ratably over four years. If Mr. Wills voluntarily resigns within 24 months or is terminated for “cause” (as defined in his offer letter) he is required to pay back his sign on bonus in full and his unvested equity will forfeit.

The following charts depict the relationship between the primary elements of the Company's target annual total direct compensation mix for fiscal year 2017 for each NEO. For our CEO, 89% of his target total compensation is performance-based. For the other NEOs, 65% of target total compensation is performance-based. The chart illustrates target total compensation for fiscal year 2017 as described in the Base Salary, Annual Incentive Plan and Long-Term Incentive Plan sections below.

Fiscal Year 2017 Target Annual Total Direct Compensation Mix


(1) These charts represent regular, ongoing annual target compensation and exclude one-time compensation (special PRSUs, RSUs). The Average of Other NEO chart excludes Ms. Nielsen's compensation, as she left the Company before the end of fiscal year 2017, and Ms. Resnick's compensation, as she was Interim Chief Financial Officer until Mr. Wills joined the Company on February 21, 2017.
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Executive Compensation Practices



Coach’s executive compensation philosophy is focused on pay for performance and reflects governance practices that align with the needs of our business. Below is a summary of

compensation practices we have adopted to drive performance and to align with stockholder interests, alongside those practices we do not employ.

What We Do
What We Don’t Do
Pay for Performance Philosophy.
No Excise Tax Gross Ups Upon Change in Control.
Minimum Stock Ownership Policy for NEOs.
No Excessive Executive Perquisites.
Double Trigger Equity Acceleration Upon a Change-in-Control.
No Tax Gross Ups on Perquisites or Benefits.
Independent Consultant Retained by HR Committee.
No Payment of Dividends on Unvested Long-term Incentives.
Regular Review of Share Utilization.
No Repricing of Underwater Stock Options Without Stockholder Approval.
Maintain a Clawback Policy.
No Inclusion of Long-term Incentive Awards in Severance or Retirement Benefit Calculations.
Minimum Required Notice Period for NEOs.
No Permitted Hedging, Short Sales or Derivative Transactions in Company stock.
 
 
No guaranteed salary increases or guaranteed annual incentive bonuses for NEOs.
 
 
No Fixed Term or Evergreen NEO Employment.

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What We Pay and Why

Compensation Program Objectives



Over the long term, the Company is focused on driving innovation across all of our brands and adopting strategies that promote long-term brand health and sustained increases in stockholder value through ongoing sales and earnings growth.

Our compensation programs are aligned with this objective: we deliver a market-competitive level of fixed compensation, with the opportunity for above-average rewards when the Company and the executive exceed our performance objectives. The compensation program for Coach’s NEOs is designed to serve the following goals:

Reward performance, with performance-based pay constituting a significant portion of total compensation;
Support the attainment of the Company's short- and long-term strategic and financial objectives;
Align NEOs’ interests with those of our stockholders and encourage ownership of Company stock by our NEOs;
Reward NEOs for achieving the challenging financial and strategic targets that we believe ultimately will drive stockholder value;
Enable us to attract and retain the executive talent necessary to profitably grow our business and drive stockholder value; and
Be competitive with our peer companies.

Successful execution of our long-term strategic plan will require a high level of executive talent, with competitive and motivational compensation programs specifically tied to our goals and objectives.

Elements of Compensation



Compensation for our NEOs includes both fixed and performance-based components, with an emphasis on performance-based pay elements. We consider a component to be performance-based if the amount eventually earned or paid varies based on one or more elements of the Company’s financial performance (e.g., operating income, earnings per share, etc.), operational performance (e.g., efficiency, international business development and measurable brand health momentum) or stock price performance. For fiscal year 2018, the Annual Incentive Plan will be based fully on

the Company's financial performance. Performance-based components are designed so that above-plan performance is rewarded with above-target payouts and vice versa. The fixed components of compensation are designed to be competitive and remain a minority portion of the total mix. We do not attempt to align each element of compensation to specific peer company percentiles or ratios; rather peer company data is one of several factors considered by the HR Committee when determining executive compensation. See the Compensation Decision Making Process section for details.

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COMPENSATION DISCUSSION AND ANALYSIS



The following table briefly describes each element of compensation. A detailed explanation of each component for

fiscal year 2017 is provided in the next section, Fiscal Year 2017 Compensation.

Compensation
Component
Reason to Provide
Performance
Based
Not-
Performance
Based
Value Linked
to Stock
Price
Value Not
Linked to
Stock Price
Annual Incentive
Rewards our NEOs for achieving the annual financial and operational performance goals established by the HR Committee early in each fiscal year.

 
 

Long-term Incentive: PRSUs
Granted annually to all NEOs to drive focus on Coach’s long-term performance, align executive rewards with stockholders, and link explicitly to achievement of long term value creation.

 

 
Long-term Incentive: Stock Options
Granted annually to all NEOs to drive focus on Coach’s long-term performance and align executive rewards with stockholders. Stock options have value only when our stock price increases from the price on the date of grant so they are a critical motivational tool to support Coach’s success and growth; we utilize stock options because of this strong pay for performance relationship.

 

 
Long-term Incentive: Performance Stock Options
Granted annually to the CEO to drive focus on Coach’s long-term performance and align his reward with stockholders. Like traditional stock options, this award only has value when our stock price increases from the price on the date of grant and an additional three year financial performance measure (e.g. three year cumulative free cash flow) is surpassed. Performance stock options are a critical motivational tool to support Coach’s success and growth; we utilize stock options because of this strong pay for performance relationship.

 

 
Long-term Incentive: RSUs
Granted annually to NEOs other than Mr. Luis to encourage retention. Although the number of shares earned is fixed, provided the executive is still employed, their value rises and falls with the price of our common stock, adding a performance element.
 


 
Base salary
Paid to all NEOs; competitive base salaries are necessary to attract and retain qualified, high-performing executives. Prior experience, scope of responsibility and performance are key elements considered in setting base salaries.
 

 

Benefits & Limited Perquisites
Offered to all NEOs; competitive benefits and modest perquisites are necessary to attract and retain qualified, high-performing executives.
 

 

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Fiscal Year 2017 Compensation

Base Salary

Coach employees, including our NEOs, are paid a salary based on the responsibilities of their positions, the skills and experience required for the position, their individual performance, business performance, labor market

conditions and with consideration to salary levels for similar positions in our peer companies.

The annual salary rates in effect during fiscal year 2017 for our NEOs are listed below:

Named Executive Officer(1)
Start of Year
Annual
Salary Rate
FY17
Merit
Increase
Effective
Date of
Increase
End of Year
Annual
Salary Rate
Salary
Earned
in FY17(2)
Victor Luis
$1,300,000
 
 
3.8%
 
September 4, 2016
$1,350,000
 
$1,289,744
 
Kevin Wills
 
750,000
 
 
0.0%
 
N/A
 
750,000
 
 
242,308
 
Andre Cohen
 
950,000
 
 
0.0%
 
N/A
 
950,000
 
 
913,462
 
Ian Bickley
 
800,000
 
 
3.8%
 
September 4, 2016
 
830,000
 
 
793,077
 
Todd Kahn
 
750,000
 
 
0.0%
 
N/A
 
750,000
 
 
721,154
 
Andrea Resnick
 
450,000
 
 
5.6%
 
September 4, 2016
 
475,000
 
 
452,564