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): April 3, 2017
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.) |
10 Hudson Yards, New York, NY 10001
(Address
of principal executive offices) (Zip Code)
(212) 594-1850
(Registrant’s telephone number, including area
code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 6, 2017, Coach, Inc. (“Coach” or the “Company”) announced that its Board of Directors (the “Board”) appointed Joshua Schulman, age 45, President & Chief Executive Officer of the Coach brand of the Company, effective June 5, 2017 (the “Effective Date”), reporting directly to Victor Luis, Chief Executive Officer of the Company. Mr. Schulman joins Coach from Neiman Marcus Group, where he has served as President, Bergdorf Goodman and NMG International since October 2014, having first become President of Bergdorf Goodman in May 2012. From 2007 until February 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.
Under the terms of his offer letter (the “Offer Letter”), Mr. Schulman will receive an initial base salary of $950,000 per year, with a target bonus opportunity pursuant to Coach’s Performance-Based Annual Incentive Plan equal to 100% of his base salary actually paid during each fiscal year (with payment ranging from 0 – 200% of target subject to performance). The actual amount of this bonus will be based on Coach’s attaining pre-set financial or other operating criteria determined by Coach’s Board of Directors in accordance with the terms of the Performance-Based Annual Incentive Plan. All performance-based compensation paid to Mr. Schulman is subject to Coach’s incentive repayment policy applicable in the event of a material restatement of the Company’s financial results.
Mr. Schulman will receive an annual equity grant target of $2,000,000 for fiscal year 2018, to be granted in a fixed proportion of different equity vehicles as determined by the Board and normally granted in August, which may include performance restricted stock units, stock options and restricted stock units (“RSUs”).
Mr. Schulman will receive a one-time, sign-on cash bonus of $500,000, 50% of which will be payable within six weeks of his start date and 50% of which will be payable on his six-month anniversary. He will also receive a sign on grant of RSUs and stock options with a value of $2,000,000. These RSUs will be eligible to vest, and convert into shares of Coach common stock and these stock options will become exercisable, in equal installments on the first, second, third and fourth anniversary of the grant date.
There are no family relationships between Mr. Schulman and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing does not constitute a complete summary of the terms of the Offer Letter, which will be filed as an exhibit to Coach’s next quarterly report on Form 10-Q.
On April 6, 2017, the Company announced that Ian Bickley, 53, the President, International Group for the Coach brand was named President, Global Business Development and Strategic Alliances for Coach, Inc., effective July 2, 2017.
Since joining the Company in 1993, Mr. Bickley has held international roles of increasing responsibility and seniority, most recently as the Company’s President, International Group since August 2013. There are no family relationships between Mr. Bickley and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On April 3, 2017, Andre Cohen, the President, North America and Global Marketing for the Coach brand, notified the Company that he will be resigning from the Company. Mr. Cohen’s last day with the Company will be July 1, 2017.
On April 6, 2017, the Company issued press releases concerning the appointment of Mr. Schulman and the resignation of Mr. Cohen, and the appointment of Mr. Bickley to his new position. Copies of the press releases are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
99.1 | Text of Press Release, dated April 6, 2017 |
99.2 | Text of Press Release, dated April 6, 2017 |
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: April 6, 2017 |
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COACH, INC. |
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By: |
/s/ Todd Kahn |
Todd Kahn |
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President, Chief Administrative Officer & |
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Secretary |
EXHIBIT INDEX
99.1 | Text of Press Release, dated April 6, 2017 |
99.2 | Text of Press Release, dated April 6, 2017 |
Exhibit 99.1
Coach, Inc. Appoints Joshua Schulman President & CEO, Coach Brand
NEW YORK--(BUSINESS WIRE)--April 6, 2017--Coach, Inc. (NYSE:COH) (SEHK:6388), a leading New York design house of modern luxury accessories and lifestyle brands, today announced the appointment of Joshua Schulman as President and Chief Executive Officer of the Coach brand, effective June 5, 2017. In this newly created role, Mr. Schulman will be responsible for all aspects of the brand globally, reporting directly to Victor Luis, Chief Executive Officer of Coach, Inc. This new leadership structure follows the 2015 acquisition of Stuart Weitzman and is an important step in Coach, Inc.’s evolution as a customer-focused, multi-brand organization.
Mr. Schulman joins Coach from Neiman Marcus Group where he has served as President, Bergdorf Goodman and NMG International. 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.
“I’ve known Josh for many years and had always hoped to attract him to Coach. He lives and breathes our industry and brings a unique blend of brand building and broad retail experience to the company, making him the ideal person for this newly created role” said Victor Luis, Chief Executive Officer of Coach, Inc. “I couldn’t be more excited to have Josh lead the Coach brand.”
“I have been very impressed with the evolution of Coach under Stuart Vevers’s creative direction and Victor Luis’s leadership,” said Joshua Schulman. “I look forward to working with the talented global teams at Coach to build on this transformation, driving growth and relevance for the iconic brand across product categories, channels and geographies.”
Separately, the Company announced that Andre Cohen, currently President, North America and Global Marketing for the Coach brand, will be leaving the company at the end of June to return to Asia with his family. Mr. Cohen, who has been with Coach since 2008, was instrumental in Coach’s development in Asia and has been spearheading the execution of the brand’s transformation strategy in the North American market over the last two years. “Andre has been a great partner to me and a strong leader of our businesses in Asia and North America. I deeply appreciate his friendship and contributions over the last nine years but naturally I respect his family’s decision to return home to Singapore,” added Mr. Luis.
Coach, Inc. is a leading New York design house of modern luxury accessories and lifestyle brands. The Coach brand was established in New York City in 1941, and has 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. In 2015, Coach acquired Stuart Weitzman, a global leader in designer footwear, sold in more than 70 countries and through its website at www.stuartweitzman.com. Coach, Inc.’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 information to be made available in this press release may contain forward-looking statements based on management's current expectations. Forward-looking statements include, but are not limited to, statements that can be identified by the use of forward-looking terminology such as "may," "will," “can,” "should," "expect," "intend," "estimate," "continue," "project," "guidance," "forecast," "anticipated," “moving,” “leveraging,” “targeting,” “assume,” “plan,” “pursue,” “look forward to,” “on track to return,” “to achieve” or comparable terms. Future results may differ materially from management's current expectations, based upon a number of important factors, including risks and uncertainties such as expected economic trends, the ability to anticipate consumer preferences, the ability to control costs and successfully execute our transformation and operational efficiency initiatives and growth strategies and our ability to achieve intended benefits, cost savings and synergies from acquisitions, etc. Please refer to Coach, Inc.’s latest Annual Report on Form 10-K and its other filings with the Securities and Exchange Commission for a complete list of risks and important 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
Senior
Director, Investor Relations
Exhibit 99.2
Coach, Inc. Names Ian Bickley to Newly Created Role of President, Global Business Development & Strategic Alliances
NEW YORK--(BUSINESS WIRE)--April 6, 2017--Coach, Inc. (NYSE:COH) (SEHK:6388), a leading New York design house of modern luxury accessories and lifestyle brands, today announced that Ian Bickley, currently President, International Group for the Coach brand, will be elevated to the new role of President, Global Business Development and Strategic Alliances for Coach, Inc., effective July 2, 2017. In this role, Mr. Bickley will continue to report directly to Mr. Luis and will be responsible for strategic partnerships across brands. Mr. Bickley will have oversight of the company’s global real estate development and will partner with the brand presidents in leading strategic distributor relationships, licensing partnerships and collaborations. Mr. Bickley will also be a key leader in the further development of Coach, Inc.’s multi-brand strategy.
“Ian has been a tremendous leader and contributor to the growth of our business during his 24-year tenure with Coach. His extensive global relationships and industry experience make him the perfect fit for this important strategic role in the next chapter of our multi-brand evolution,” said Mr. Luis, “I’m delighted we can further leverage Ian’s strengths across our portfolio of brands.”
“Coach, Inc. is now better positioned to continue its journey as a global house of brands. Ian’s new appointment, together with the addition of Joshua Schulman to our seasoned group of leaders, will enable the company to focus on strategic and long-term growth opportunities across brands and businesses,” Mr. Luis concluded.
Coach, Inc. is a leading New York design house of modern luxury accessories and lifestyle brands. The Coach brand was established in New York City in 1941, and has 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. In 2015, Coach acquired Stuart Weitzman, a global leader in designer footwear, sold in more than 70 countries and through its website at www.stuartweitzman.com. Coach, Inc.’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 information to be made available in this press release may contain forward-looking statements based on management's current expectations. Forward-looking statements include, but are not limited to, statements that can be identified by the use of forward-looking terminology such as "may," "will," “can,” "should," "expect," "intend," "estimate," "continue," "project," "guidance," "forecast," "anticipated," “moving,” “leveraging,” “targeting,” “assume,” “plan,” “pursue,” “look forward to,” “on track to return,” “to achieve” or comparable terms. Future results may differ materially from management's current expectations, based upon a number of important factors, including risks and uncertainties such as expected economic trends, the ability to anticipate consumer preferences, the ability to control costs and successfully execute our transformation and operational efficiency initiatives and growth strategies and our ability to achieve intended benefits, cost savings and synergies from acquisitions, etc. Please refer to Coach, Inc.’s latest Annual Report on Form 10-K and its other filings with the Securities and Exchange Commission for a complete list of risks and important 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
Senior
Director, Investor Relations