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): February 4, 2015
Coach, Inc. |
(Exact name of registrant as specified in its charter) |
Maryland |
1-16153 |
52-2242751 |
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(State of |
(Commission File Number) |
(IRS Employer Identification No.) |
516 West 34th Street, New York, NY 10001 |
(Address of principal executive offices) (Zip Code) |
(212) 594-1850 |
(Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 4, 2015, the Board of Directors (the “Board”) of Coach, Inc. (“Coach” or the “Company”) increased the size of the Board to nine members and elected Andrea Guerra as a director of the Company, effective as of February 4, 2015. Additionally Mr. Guerra was named to the Audit Committee, the Human Resources Committee and the Governance and Nominations Committee of the Company’s Board.
In connection with his appointment to the Board and in accordance with the Company’s standard compensation arrangements for non-employee directors, Mr. Guerra will be entitled to an annual cash retainer of $75,000 as well as an annual equity grant with a grant date fair market value of $150,000 made on the date of Coach’s annual meeting of stockholders, with 50% of the value of the award made in the form of stock options and 50% made in the form of restricted stock units. These equity awards vest in full on the earlier of Coach’s next annual meeting of stockholders or one year from the date of grant, subject to the director’s continued service until that time. In addition, Mr. Guerra will be granted an initial Coach equity award with a grant date fair market value of $150,000 on February 4, 2015, with 50% of the value of the award made in the form of stock options and 50% made in the form of restricted stock units. These initial grants will vest on the one year anniversary of the grant date.
There are no arrangements or understandings between Mr. Guerra and any other person pursuant to which he was selected as a director. Mr. Guerra was the Chief Executive Officer of Luxottica Group S.p.A. (“Luxottica”) from July 2004 to September 2014. During fiscal 2014 and through the second quarter of fiscal 2015, the Company received approximately $11.8 million in royalty payments from Luxottica and the Company purchased approximately $26.3 million in goods from Luxottica. Mr. Guerra had no direct or indirect interest in the transactions other than such as may be deemed to have existed due to his position as an executive officer. There have been no other transactions since the beginning of the Company’s last fiscal year, or are currently proposed, regarding Mr. Guerra that are required to be disclosed by Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointments is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated February 5, 2015
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: |
February 5, 2015 |
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COACH, INC. |
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By: |
/s/ Todd Kahn |
Todd Kahn |
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Global Corporate Affairs Officer, |
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General Counsel and Secretary |
EXHIBIT INDEX
99.1 |
Press Release, dated February 5, 2015 |
Exhibit 99.1
Andrea Guerra Joins Coach Board of Directors
Brings Board Membership to Nine
NEW YORK--(BUSINESS WIRE)--February 5, 2015--Coach, Inc. (NYSE:COH) (SEHK:6388), a leading New York design house of modern luxury accessories and lifestyle collections, today announced that Andrea Guerra has been appointed to Coach’s Board of Directors. The appointment of Mr. Guerra to the Board brings the membership to nine.
Victor Luis, Chief Executive Officer of Coach, Inc., said, “We are extremely pleased that Andrea Guerra has agreed to join our Board. As Coach continues its transformation into a modern luxury lifestyle brand, Andrea's extensive exposure to a wide variety of best-in-class brands and his broad retail and international experience will prove valuable to our team."
Andrea Guerra served as Chief Executive Officer of Luxottica Group S.p.A. (MTA: LUX; NYSE: LUX) from 2004 to 2014. Formerly, Mr. Guerra spent 10 years at Merloni Elettrodomestici, where he was appointed Chief Executive Officer in 2000. In December 2014 he was appointed the Senior Strategic Advisor for Business, Finance and Industry to Italian Prime Minister Matteo Renzi. Mr. Guerra is a member of the Steering Committee of Fondo Strategico Italiano S.p.A. and serves on the Board of Directors of both Amplifon S.p.A. and Ariston Thermo S.p.A.
Upon his appointment, Mr. Guerra said, “I am excited to be joining the Board of Directors of one of the most respected brands in the world. I look forward to supporting Coach and its strategies to transform into a leading luxury lifestyle brand.”
Coach, established in New York City in 1941, is a leading design house of modern luxury accessories and lifestyle collections with a rich heritage of pairing exceptional leathers and materials with innovative design. Coach is sold worldwide through Coach stores, select department stores and specialty stores, and through Coach’s website at www.coach.com. Coach’s common stock is traded on the New York Stock Exchange 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.
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.
This press release contains forward-looking statements based on management's current expectations. These statements can be identified by the use of forward-looking terminology such as "may," "will," “plan,” "should," “believe,” “next,” “develop,” "expect," “confident,” “trends,” “further evolve,” “forward,” “future,” "intend," "estimate," "on track," "are positioned to," “on course,” “opportunity,” "continue," "project," "guidance," “target,” "forecast," "anticipated," or comparable terms. Future results may differ materially from management's current expectations, based upon risks and uncertainties such as expected economic trends, the ability to anticipate consumer preferences, the ability to control costs, etc. Please refer to Coach’s latest Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2014 for a complete list of risk factors.
CONTACT:
Coach
Analysts & Media:
Andrea Shaw Resnick,
212-629-2618
Global Head of Investor Relations and Corporate
Communications
or
Christina Colone, 212-946-7252
Director,
Investor Relations