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): May 17, 2013 (May 13, 2013)

FIFTH & PACIFIC COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10689	13-2842791
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1441 Broadway, New York, New York	10018
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (212) 354-4900

(Former name or former address, if changed since last report.)

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:

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

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

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

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

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

As previously disclosed in the Proxy Statement of Fifth & Pacific Companies, Inc. (the “Company”), the Company proposed to stockholders to amend the Company’s Restated and Amended Certificate of Incorporation (the “Certificate of Incorporation”) and the Company’s  By-Laws to permit stockholders holding thirty-five percent (35%) of the capital stock of the Company to act by written consent. On May 14, 2013, the Company held its 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting”), at which meeting stockholders affirmatively determined to so amend the Certificate of Incorporation and By-Laws. Accordingly, the Company’s Certificate of Incorporation and By-laws have been amended to permit stockholders holding thirty-five percent (35%) of the capital stock of the Company to act by written consent.

The foregoing summaries of the Amendment to the Restated and Amended Certificate of Incorporation and the By-Laws of the Company are qualified in their entirety by reference to the text of the Amendment to the Restated and Amended Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3(a), and is incorporated by reference, and the By-Laws, a copy of each of which is attached hereto as Exhibit 3(b).

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) (i) At the 2013 Annual Meeting, the stockholders of the Company approved the Fifth & Pacific Companies, Inc. 2013 Stock Incentive Plan (the “2013 Plan”).

General Description of the 2013 Plan

Awards.    The 2013 Plan authorizes the grants of non-qualified stock options (“NQOs”), incentive stock options (“ISOs”), stock appreciation rights (“SARs”), shares of restricted stock, restricted stock units, shares of unrestricted stock and performance shares (collectively, NQOs, ISOs, SARs, restricted stock, restricted stock units, unrestricted stock and performance shares are referred to as “Awards”). Under the 2013 Plan, the Company may deliver authorized but unissued shares of Stock, treasury shares of Stock, and shares of Stock acquired by the Company for purposes of the 2013 Plan.

Maximum Number of Shares.    Subject to adjustment as described below under “Certain Corporate Changes,” a maximum of 9,500,000 shares of Stock are available for grants pursuant to Awards under the 2013 Plan and the maximum number of shares of Stock with respect to which any individual may be granted Awards during any one calendar year is 1,500,000 shares.  In addition, a non-employee director may not be granted Awards in any calendar year that, in the aggregate, result in the Company recognizing an expense in excess of $500,000 in connection with the grant of such awards.

The following shares of Stock shall again become available for Awards: any shares subject to an Award that remain unissued upon the cancellation or termination of the Award for any reason; any shares of restricted stock that are forfeited, provided that any dividends paid on such shares are also forfeited; any shares in respect of which a stock appreciation right or a performance share award is settled for cash and any shares withheld upon exercise of a stock option to pay the exercise price or tax withholding.

In addition, any remaining shares available (or subsequently forfeited or not issued under outstanding awards) under the stockholder approved Liz Claiborne, Inc. 2011 Stock Incentive Plan (including shares originally reserved under the Liz Claiborne, Inc. 2005 Stock Incentive Plan) also become available for award under the 2013 plan and subject to its provisions.

Administration.    The 2013 Plan is administered by the Compensation Committee of the Board of Directors, or such other committee or subcommittee of the Board of Directors as the Board of Directors appoints or as is formed by abstention or recusal of one or more members of the Compensation Committee (the “Committee”). The Committee will consist of at least two individuals, both of whom meet the definition of (i) an “outside director”

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(within the meaning of Section 162(m) of the Internal Revenue Code (the “Code”)), (ii) a “non-employee director” (as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934) and (iii) an independent director under the rules of any stock exchange on which the Company’s Stock is listed and Section 952 of the Dodd-Frank Act.  However, Awards under the Plan will not be invalidated if the Committee includes members who do not meet such definitions. If the Committee does not exist, or for any other reason determined by the Board of Directors, the Board of Directors may act as the Committee. The Committee or the Board of Directors may delegate to one or more officers of the Company the authority to designate the individuals (from among those eligible to receive Awards, other than such officer(s) themselves) who will receive Awards under the Plan, to the fullest extent permitted by the Delaware General Corporation Law (or any successor provision thereto), provided that the Committee shall itself grant all Awards to those individuals who could reasonably be considered to be subject to the insider trading provisions of Section 16 of the 1934 Act or whose Awards could reasonably be expected to be subject to the deduction limitations of Section 162(m) of the Code. The Committee determines the key persons who will receive Awards, the type of Awards granted, and the number of shares subject to each Award. The Committee also determines the exercise price, expiration dates and other material features of Awards. The Committee has the authority to interpret and construe any provision of the 2013 Plan and to adopt such rules and regulations for administering the 2013 Plan as it deems necessary or appropriate. All decisions and determinations of the Committee are final and binding on all parties. No member of the Committee shall be liable for any action or determination made in good faith with respect to the 2013 Plan or any Award.

Eligibility.    Officers, non-employee directors, and executive, managerial, professional or administrative employees of, and consultants to, the Company, its subsidiaries and its joint ventures, as the Committee in its sole discretion shall select, are eligible to receive Awards under the 2013 Plan. As of January 1, 2013, the Company believes approximately 3,500 individuals are eligible to participate in the Plan. However, the granting of Awards is discretionary and it is not possible to determine how many individuals actually will receive Awards under the Plan. Traditionally the Company had granted equity awards to a much smaller group of individuals and the Company currently anticipates that Awards would be granted to no more than 300 individuals.

Termination of Plan.    No performance share or other Award that is conditioned upon the achievement of performance goals may be granted under the 2013 Plan more than five years after the Board’s adoption of the 2013 Plan and no Award that involves the issuance of Stock may be granted more than ten years after the Board’s adoption of the 2013 Plan.

Power to Amend, Suspend, Terminate.    The Board of Directors may, at any time, suspend or discontinue the 2013 Plan or revise or amend it in any respect whatsoever. However, no amendment shall be effective without the approval of the stockholders of the Company if it would increase the number of shares of Stock available for issuance under the 2013 Plan, materially increase the benefits under the 2013 Plan or if required by the stock exchange rules or if the Board determines that stockholder approval is necessary and appropriate so that Awards under the 2013 Plan may comply with Sections 422 or 162(m) of the Code. The Committee may, in its sole discretion, without amending the 2013 Plan, amend any Award to (i) accelerate the date on which any option or SAR becomes exercisable or otherwise adjust any of the terms of such option or SAR, (ii) accelerate the date on which any Award vests, (iii) waive any condition imposed with respect to any Award, or (iv) otherwise adjust any of the terms of any Award; provided, however, that no such amendment may directly or indirectly lower the exercise price of an option or SAR granted under the 2013 Plan. No amendment or modification to the 2013 Plan or any Award may reduce the grantee’s rights or materially increase the grantee’s obligations under any previously granted and outstanding Award without the consent of the grantee, except to the extent that the Board of Directors determines that such amendment is necessary or appropriate to prevent such Awards from being subject to the deduction limit of Section 162(m) of the Code or from being subject to tax under Section 409A of the Code or unless such amendment is in connection with certain corporate changes.

The preceding description of the 2013 Plan is qualified in its entirety by reference to the full text of the 2013 Plan.  The 2013 Plan was filed as Appendix B to the Company 2013 Proxy Statement, and the terms thereof are incorporated herein by reference.

(ii) On May 14, 2013, the Board of Directors of the Company, after recommendation from the Compensation Committee, determined to amend the following existing stock incentive plans to provide that stock options for the

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purchase of the Company’s Common Stock and restricted stock units granted by the Company under the plans will vest upon the death of a recipient grantee:

The Liz Claiborne Inc. 2002 Stock Incentive Plan, the Liz Claiborne Inc. 2005 Stock  Incentive Plan and the Liz Claiborne Inc. 2011 Stock Incentive Plan.

This amendment is effective immediately and applies to all previous grants and awards outstanding as of the date of the amendment, including grants and awards made to the Named Executive Officers.

(iii) On May 13, 2013, the Compensation Committee of the Board of Directors determined to amend the terms of the 2011 Special Retention Award agreement issued to Nicholas Rubino on June 30, 2011, to provide for the vesting of the award in the event of death.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

Incorporated by reference from Item 3.03 above.

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

On May 14, 2013, the Company held the 2013 Annual Meeting in New York, New York. Of the 119,916,159 shares of Common Stock outstanding and entitled to vote at the 2013 Annual Meeting as of March 19, 2013, the record date, the holders of record of  114,678,849 shares Common Stock were present, in person or by proxy, and entitled to vote at the 2013 Annual Meeting, constituting a quorum. The matters considered and voted on by the Company’s stockholders at the 2013 Annual Meeting and the vote cast for or withheld, the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

(i)  stockholders elected the following nominees to the Company’s Board of Directors, to serve until the 2014 annual meeting of stockholders or until their respective successors are duly elected and qualified:

	Number of	Votes			Broker
Name	Shares Voted	For	Withheld	Abstain	Non-Votes
Bernard W. Aronson	110,035,260	108,807,157	1,189,428	38,675	4,643,589
Lawrence S. Benjamin	110,035,260	109,623,081	372,284	39,895	4,643,589
Raul J. Fernandez	110,035,260	109,101,719	885,216	48,325	4,643,589
Kenneth B. Gilman	110,035,260	109,664,383	332,109	38,768	4,643,589
Nancy J. Karch	110,035,260	105,591,690	4,404,632	38,938	4,643,589
Kenneth P. Kopelman	110,035,260	109,018,865	975,810	40,585	4,643,589
Kay Koplovitz	110,035,260	109,127,383	861,638	46,239	4,643,589
Arthur C. Martinez	110,035,260	105,572,380	4,414,903	47,977	4,643,589
William L. McComb	110,035,260	109,170,835	827,186	37,239	4,643,589
Doreen A. Toben	110,035,260	109,666,891	323,276	45,093	4,643,589

(ii)  stockholders approved the advisory (non-binding) resolution relating to executive compensation:

	Votes
Number of Shares Voted	For	Withheld	Abstain	Broker Non-Votes
110,035,620	102,186,283	7,731,057	117,920	4,643,589

(iii) stockholders approved the Fifth & Pacific Companies, Inc. 2013 Stock Incentive Plan:

	Votes
Number of Shares Voted	For	Withheld	Abstain	Broker Non-Votes
110,035,620	105,632,734	3,394,616	1,007,910	4,643,589

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(iv) stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2013 fiscal year:

	Votes
Number of Shares Voted	For	Withheld	Abstain	Broker Non-Votes
114,678,849	112,366,031	2,252,910	59,908	0

and (v)  stockholders approved amendments to the Company’s Restated Certificate of incorporation and the Company’s By-Laws to permit stockholders holding at least 35% of the Company’s common stock to act by written consent, as described in the Proxy Statement.

	Votes
Number of Shares Voted	For	Withheld	Abstain	Broker Non-Votes
110,035,260	108,476,874	538,023	1,020,363	4,643,589

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits

Exhibit No.	Description
3 (a)	Amendment to the Restated and Amended Certificate of Incorporation of Fifth & Pacific Companies, Inc.
3 (b)	Amendment to the By-Laws of Fifth & Pacific Companies, Inc.
10.1	The Fifth & Pacific Companies, Inc. 2013 Stock Incentive Plan is incorporated herein by reference to Appendix B to Definitive Proxy Statement for the 2013 Annual Meeting of the Registrant filed April 3, 2013

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SIGNATURE

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

		FIFTH & PACIFIC COMPANIES, INC.
Date: May 17, 2013	By:	/s/ Nicholas Rubino
	Name:	Nicholas Rubino
	Title:	Senior Vice President, Chief Legal Officer, General Counsel and Secretary

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EXHIBIT LISTING

Exhibit No.	Description
3 (a)	Amendment to the Restated and Amended Certificate of Incorporation of Fifth & Pacific Companies, Inc.
3 (b)	Amendment to the By-Laws of Fifth & Pacific Companies, Inc.
10.1	The Fifth & Pacific Companies, Inc. 2013 Stock Incentive Plan is incorporated herein by reference to Appendix B to Definitive Proxy Statement for the 2013 Annual Meeting of the Registrant filed April 3, 2013

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EX-3.(A)

EXHIBIT 3(a)

Certificate of Amendment

to the Restated Certificate of Incorporation

of Fifth & Pacific Companies, Inc.

The undersigned Fifth & Pacific Companies, Inc., a corporation organized and existing under the Laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

A: The name of the Corporation is Fifth & Pacific Companies, Inc.

B: The Corporation’s Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 21, 2009.

C: This Certificate of Amendment, which amends the Restated Certificate of Incorporation, was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

D: The Restated Certificate of Incorporation of the Corporation is hereby amended as follows:

Article EIGHTH of the Restated Certificate of Incorporation shall be deleted and replaced in its entirety with the following:

EIGHTH:  1.  Special meetings of the stockholders may be called only by (i) the Board of Directors or (ii) the Secretary of the Corporation, in the case of clause (ii) at the written request of stockholders that own of record not less than thirty-five percent (35%) of the capital stock of the Corporation entitled to vote generally in the election of directors and which request complies with the procedures for calling a special meeting of stockholders as may be set forth in the By-Laws of the Corporation, as it may be amended from time to time.

2. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting by the written consent of the stockholders of the Corporation, but only if such action is taken in accordance with the provisions of this Article Eighth and the Corporation’s By-Laws.

3. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting shall be as fixed by the Board of Directors or as otherwise established under this Article Eighth. Any person other than the Corporation seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written notice addressed to the Secretary of the Corporation and delivered to the Corporation’s principal executive offices and signed by holders of record of at least thirty-five percent (35%) of the voting power of the outstanding capital stock of the Corporation entitled to express consent on the relevant action, request that a record date be fixed for such purpose. The written notice must contain the information required by the Corporation’s By-Laws. Following receipt of the notice, the Board of Directors shall promptly, but in all events within ten (10) business days after the date the notice is received, determine the validity of the request and whether the request relates to an action that may be taken by written consent pursuant to paragraph 4 of this Article Eighth and, if appropriate, adopt a resolution fixing the record date for such purpose. The record date for such purpose shall be no more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not precede the date such resolution is adopted.

4. The Board of Directors shall not be obligated to set a record date for an action by written consent if (i) the record date request does not comply with this Article Eighth or the Corporation’s By-Laws, (ii) such action is not a proper subject for stockholder action under applicable law, (iii) the request for a record date for such action is received by the Corporation during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, (iv) an annual or special meeting of stockholders that included an identical or substantially similar item of business to such action, as determined in good faith by the Board of Directors (“Similar Business”) was held not more than one hundred twenty (120) days before such request for a record date was received by the Secretary, (v) Similar Business is already included in the Corporation’s notice as an item of business to be brought before a meeting of the stockholders that has been called but not yet held, or (vi) such record date request or any solicitation of consents to such action was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934 (the “Exchange Act”) or other applicable law. For purposes of this paragraph 4, the election of directors shall be deemed to be Similar Business with respect to all actions involving the election or removal of directors, changing the size of the Board of Directors and filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors.

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5. Stockholders may take action by written consent only if consents are solicited from all holders of capital stock of this Corporation entitled to vote on the matter pursuant to a consent solicitation conducted pursuant to and in accordance with Regulation 14A of the Exchange Act, without reliance upon the exemption contained in Rule 14a-2(b)(2) of the Exchange Act.

6. No written consent purporting to take or authorize the taking of corporate action may be delivered to the Corporation or its registered office in the State of Delaware until 50 days after the record date.  Such consents must be delivered to the Corporation by delivery to its registered office in the State of Delaware or its principal place of business.  Delivery must be made by hand or by certified or registered mail, return receipt requested.

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment this 13th day of May, 2013.

/s/ Nicholas Rubino

Name: Nicholas Rubino

Title: Senior Vice President- Chief Legal Officer,

General Counsel & Secretary

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EX-3.(B)

EXHIBIT 3(b)

Amendment to the By-Laws of

Fifth & Pacific Companies, Inc.

I.             Section 6(a) of Article II of the By-Laws of Fifth & Pacific Companies, Inc. shall be deleted and replaced in its entirety with the following:

(a) At any meeting of stockholders every registered owner of shares entitled to vote may vote in person or by proxy. At any meeting of stockholders, or for purposes of action by written consent, every registered owner of shares entitled to vote, except as otherwise provided by law, in the certificate of incorporation or these by-laws, shall have one vote for each such share standing in his name on the books of the corporation.

II.            Section 7 of Article II of the By-Laws of Fifth & Pacific Companies, Inc. shall be deleted and replaced in its entirety with the following:

Section 7. Inspectors of Elections.

(a) The Board of Directors, or, if the Board of Directors shall not have made the appointment, the chairman presiding at any meeting of stockholders, shall have power to appoint two or more persons to act as inspectors of election at the meeting or any adjournment thereof, but no candidate for the office of director shall be appointed as an inspector at any stockholders’ meeting at which directors are to be elected.

(b) In the event of the delivery, in the manner provided by Section 15 and applicable law, to the corporation of a written consent or written consents to take corporate action and/or any related revocation or revocations, the corporation shall appoint one or more inspectors of election for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent and without a meeting shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the corporation in accordance with Section 15 and applicable law have been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of the corporation kept for the purpose of recording the proceedings of meetings of stockholders. Nothing contained herein shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

III.          Article II of the By-Laws of Fifth & Pacific Companies, Inc. is amended to add new Section 15 that reads as follows:

Section 15. Stockholder Action by Written Consent.

(a) Any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of such holders or may be effected by a consent in writing by stockholders as provided by, and subject to the limitations in, the Certificate of Incorporation and this Section 15.

(b) A request by a stockholder for a record date in accordance with Article Eighth of the Certificate of Incorporation must be delivered by the holders of record of at least thirty-five percent (35%) (the “Requisite Percentage”) of the voting power of the outstanding capital stock of the corporation entitled to express consent on the relevant action, must describe the action that the stockholder proposes to take by consent (the “Action”) and must contain (i) the text of the proposal (including the text of any resolutions to be effected by consent), (ii) the information required by Section 3(b) of these by-laws, to the extent applicable, as though the stockholders making the request were making a Special Meeting Request in furtherance of the Action, (iii) an acknowledgment by the stockholders making the request and the beneficial owners, if any, on whose behalf the request is being made that a disposition of shares of the corporation’s capital stock, owned of record or beneficially as of the date on which the request in respect of such shares is delivered to the Secretary, that is made at any time prior to the delivery of the first written consent with respect to the Action shall constitute a revocation of such request with respect to such disposed shares, (iv) a statement that the stockholder intends to solicit consents in accordance with Regulation 14A of the Exchange Act, without reliance on the exemption contained in Rule 14a-2(b)(2) of the Exchange Act and (v) documentary evidence that the stockholders making the request own the Requisite Percentage as of the date that the request is delivered to the Secretary; provided, however, that if the stockholders making the request are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the request must also include documentary evidence (or, if not simultaneously provided with the request, such documentary evidence must be delivered to the Secretary within ten (10) business days after the date on which the request is delivered to the Secretary) that the beneficial owners on whose behalf the request is made beneficially own the Requisite Percentage as of the date on which such request is delivered to the

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Secretary. In addition, the requesting stockholders and the beneficial owners, if any, on whose behalf the request is being made shall promptly provide any other information reasonably requested by the corporation.

(c) In determining whether a record date has been requested by stockholders of record representing in the aggregate at least the Requisite Percentage, multiple requests delivered to the Secretary will be considered together only if each identifies substantially the same proposed action and includes substantially the same text of the proposal (in each case as determined in good faith by the Board of Directors).  Any stockholder may revoke a request with respect to his or her shares at any time by written revocation delivered to the Secretary.

IV.          Article V of the By-Laws of Fifth & Pacific Companies, Inc. is amended by inserting the words “or by written consent” immediately after the words “at any meeting of stockholders” in the first sentence thereof.

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