8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

Form 8-K 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 2, 2023

CAPRI HOLDINGS LTD

(Exact name of Registrant as Specified in its Charter)

001-35368

(Commission File Number)

British Virgin Islands	N/A
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

90 Whitfield Street, 2nd Floor

London, United Kingdom

W1T 4EZ

(Address of Principal Executive Offices)

44 207 632 8600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Ordinary Shares, no par value	CPRI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) of Capri Holdings Limited (the “Company”) held on August 2, 2023, shareholders were asked to vote with respect to the three proposals listed below. A total of 103,695,846 ordinary shares were present at the meeting (representing 88.34% of the total shares outstanding on the record date), and the votes were cast as follows:

Proposal No. 1 (Election of Directors) – The appointment of three Class III directors to serve until the 2026 annual meeting of shareholders and until the election and qualification of their respective successors in office was approved by the number of votes set forth below:

NAME	NUMBER OF SHARES VOTED	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
John D. Idol	97,338,546	94,833,255	2,309,994	195,297	6,357,300
Robin Freestone	97,338,546	94,333,947	2,877,667	126,932	6,357,300
Mahesh Madhavan	97,338,546	96,683,766	527,652	127,128	6,357,300

Proposal No. 2 (Ratification of Independent Registered Public Accounting Firm) – The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 30, 2024 was approved by the number of votes set forth below:

NUMBER OF SHARES VOTED	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
103,695,846	103,081,245	576,866	37,735	0

Proposal No. 3 (Say on Pay) – The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, by the number of votes set forth below:

NUMBER OF SHARES VOTED	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
97,338,546	90,295,109	6,889,771	153,666	6,357,300

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CAPRI HOLDINGS LIMITED
Date: August 4, 2023
	By:	/s/ Krista A.McDonough
	Name:	Krista A. McDonough
	Title:	Senior Vice President, General Counsel & Chief Sustainability Officer

XML

Cover Page Cover Page	Aug. 02, 2023
Cover [Abstract]
Document Period End Date	Aug. 02, 2023
Entity Emerging Growth Company	false
Title of 12(b) Security	Ordinary Shares, no par value
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Entity Address, Country	GB
Entity Address, Postal Zip Code	W1T 4EZ
Entity Incorporation, State or Country Code	D8
Entity File Number	001-35368
Document Type	8-K
Trading Symbol	CPRI
Security Exchange Name	NYSE
Entity Address, Address Line One	90 Whitfield Street, 2nd Floor
Entity Address, City or Town	London
Entity Address, State or Province	44
City Area Code	207
Local Phone Number	632 8600
Entity Central Index Key	0001530721
Amendment Flag	false
Entity Registrant Name	CAPRI HOLDINGS LTD