UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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.  )

Filed by the Registrant ☒
Filed by a Party other than the Registrant o

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

Dear Stockholder:

You are cordially invited to attend the 2018 Annual Meeting of Stockholders of Tapestry, Inc., a Maryland corporation, to be held at 9:00 a.m., Eastern time, on November 8, 2018 at Tapestry’s headquarters, 10 Hudson Yards, New York, New York 10001.

Information concerning the matters to be considered and voted upon at the 2018 Annual Meeting of Stockholders is set out in the attached Notice of 2018 Annual Meeting of Stockholders and Proxy Statement.

Fiscal year 2018 was a year of many milestones, as we completed the acquisition of Kate Spade and evolved into a true house of brands, establishing Tapestry as our new corporate identity. We strengthened our executive and creative leadership across our brands, with a clear focus on executing our strategic vision. In addition, we expanded our board with the appointment of new directors who bring fresh perspectives and extensive and relevant business experience. We also announced several important business development initiatives during the year, which allow each of our brands to assume greater direct control over their international distribution and, in keeping with our strategic priority, maximize the opportunity with Chinese consumers globally across our portfolio. Importantly, we are very pleased with our strong overall performance this fiscal year, which demonstrates the power of our operating model as we benefited from diversification across brands, geographies and categories. To this end, we achieved our annual sales and operating income guidance for the fiscal year, driving significant growth, while earnings per diluted share outpaced our forecast.

Looking ahead, we are focused first and foremost on execution. Our goal is to deliver strong revenue and operating income growth in fiscal year 2019, while making the right strategic investments to support our long-term vision. We will continue to harness the power of our multi-brand model, fuel innovation across brands, drive global growth with an emphasis on the Chinese consumer, and advance our digital and data analytics capabilities. Overall, we are proud of the progress we’ve made in fiscal year 2018 and couldn’t be more excited about the opportunities ahead for Tapestry and each of our brands.

It is important that your shares be represented at the 2018 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 2018 Annual Meeting of Stockholders.

Sincerely,

Jide Zeitlin Chairman of the Board	Victor Luis Chief Executive Officer

NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS
 

We will hold the 2018 Annual Meeting of Stockholders of Tapestry, Inc. (the “Annual Meeting”), a Maryland corporation (the “Company” or “Tapestry”), at the Company’s headquarters, 10 Hudson Yards, New York, New York, 10001, on November 8, 2018, at 9:00 a.m., Eastern time, for the following purposes:

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 7, 2018 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, Chief Legal Officer and Secretary

New York, New York
September 28, 2018

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), or the approval of the Tapestry, Inc. 2018 Stock Incentive Plan (Proposal No. 4) 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.

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 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 upgrade our information technology systems precisely and efficiently; (iii) our ability to successfully execute our growth strategies, including our efforts to expand internationally into a global house of lifestyle brands; (iv) our ability to successfully execute our operational efficiency and transformation initiatives; (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) the effect of existing and new competition in the marketplace; (vii) our ability to retain the value of our brands and to respond to changing fashion and retail trends in a timely manner; (viii) our ability to control costs; (ix) the effect of seasonal and quarterly fluctuations on our sales or operating results; (x) our ability to protect against infringement of our trademarks and other proprietary rights; (xi) the risk of cyber security threats and privacy or data security breaches; (xii) the impact of tax legislation; and such other risk factors as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 (“fiscal year 2018”), 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,” “Tapestry” and the “Company” refer to Tapestry, Inc., including its consolidated subsidiaries as of June 30, 2018. Unless the context requires otherwise, references to “Coach,” “Kate Spade” and “Stuart Weitzman” throughout this proxy statement refer only to the identified brand.

TABLE OF CONTENTS
 

PROXY SUMMARY
 

This summary highlights information contained elsewhere in this proxy statement. For more complete information about these topics, please review Tapestry’s Annual Report on Form 10-K (the “Form 10-K”) for fiscal year 2018 and this entire proxy statement. We are mailing the Notice of 2018 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 28, 2018.

About Tapestry

Tapestry, a Maryland corporation, is a New York-based house of modern luxury lifestyle brands. The Company’s portfolio includes the Coach, Kate Spade, and Stuart Weitzman brands. The Company’s corporate headquarters are in midtown Manhattan at 10 Hudson Yards. Tapestry, Inc. is a publicly traded company listed on the New York Stock Exchange, traded under the symbol TPR.

2018 Business Results

Fiscal year 2018 was a year of many milestones and included these highlights:

2018 ANNUAL MEETING OF STOCKHOLDERS (the “Annual Meeting”)

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

ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS (page 7)

DIRECTOR NOMINEES (page 19)

The following table provides summary information about each director nominee. As previously announced, Doreen Toben is not standing for re-election. Directors are elected each year 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
Jide Zeitlin*	54	2006	Founder of Keffi Group					• Executive Leadership • Industry Experience • Investment Banking • Finance • International Business	• Affiliated    Managers Group
Victor Luis	52	2013	Chief Executive Officer of Tapestry, Inc.					• Executive Leadership • Industry Expertise • International Strategy • Sales, Marketing and    Operational Experience
Darrell Cavens	45	2018	Retired Founder and Chief Executive Officer of zulily, inc.					• Executive Leadership • Industry Experience • Retail Technology    Experience
David Denton**	53	2014	Executive Vice President and Chief Financial Officer of CVS Health Corporation(1)					• Executive Leadership • Industry Expertise • Finance
Anne Gates	58	2017	Retired President of MGA Entertainment, Inc.					• Executive Leadership • Retail and Consumer    Products Experience • International Business	• Kroger • Raymond James    Financial
Andrea Guerra	53	2015	Executive Chairman of Eataly					• Executive Leadership • Industry Expertise • International Business
Susan Kropf	69	2006	Retired President and Chief Operating Officer of Avon Products					• Executive Leadership • Industry Expertise • Finance	• Avon Products • Kroger • Sherwin Williams
Annabelle Yu Long	45	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 • iClick Interactive
Ivan Menezes	59	2005	Chief Executive of Diageo plc					• Executive Leadership • Industry Expertise • International Strategy • Finance	• Diageo
William Nuti	55	2014	Retired Chief Executive Officer of NCR Corporation					• Executive Leadership • Industry Experience • International Business • Corporate Governance • Retail Technology    Experience	• United Continental    Holdings
Number of Meetings in 2018					7	8	4

(1) On August 22, 2018 Lowe’s Companies, Inc. (“Lowe’s”) announced the appointment of Mr. Denton as Executive Vice President, Chief Financial Officer. Mr. Denton will join Lowe’s shortly after the closing of the CVS acquisition of Aetna, which is expected in the second half of 2018.

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

The Board of Directors held eight (8) meetings during fiscal year 2018. Each of the directors, except Mr. Nuti, attended at least 75% of the meetings held by the Board and Board committees on which he or she served during the fiscal year.

CORPORATE GOVERNANCE HIGHLIGHTS (page 11)

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.

SUSTAINABILITY STRATEGY

In September 2018 we published our fiscal year 2017 Corporate Responsibility Report, our first report under our new corporate identity as Tapestry. Tapestry’s sustainability strategy is focused on three areas - Employee Engagement, Environmental & Supply Chain and Community Empowerment. We expect to announce 2025 sustainability goals and strategy for the multi-brand Tapestry business as a whole in our fiscal 2018 Corporate Responsibility Report.

In April 2016, we introduced our 2020 Corporate Sustainability Goals for our corporate offices and the Coach brand and centered our historical 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:

For more details please see our Corporate Responsibility Report at http://www.tapestry.com/investors under the Corporate Responsibility Report section.

2018 COMPENSATION (page 38)

Set forth below is the 2018 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 2018 Summary Compensation Table on page 52 for more information.

(1) For Messrs. Wills, Bickley and Kahn, the fiscal year 2018 amount includes a cash bonus awarded by the HR Committee to retain them through a period of transition and for their work on the Kate Spade acquisition and integration (please see the Compensation Discussion and Analysis - Fiscal Year 2018 Compensation - 2018 Bonuses for details); for Mr. Wills the fiscal year 2018 amount also includes the second portion of a one-time cash sign-on bonus pursuant to the terms of his offer letter, the first half was paid in fiscal year 2017; for Mr. Schulman, the fiscal year 2018 amount was a cash sign-on bonus pursuant to the terms of his offer letter.

Set forth below is the 2018 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 (specifically bonuses related to the Kate Spade acquisition and integration and/or new hire sign-on bonuses).

APPROVAL OF THE TAPESTRY, INC. 2018 STOCK INCENTIVE PLAN (page 68)

We are seeking stockholder approval of the Tapestry, Inc. 2018 Stock Incentive Plan (the “2018 Stock Incentive Plan”). The Board believes that the 2018 Stock Incentive Plan will be a critical part of our pay-for-performance compensation program.

In light of recent changes in the law affecting the deductibility of compensation paid to our Named Executive Officers, the Board has determined it is appropriate to adopt the 2018 Stock Incentive Plan, rather than amend the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (the “2010 Stock Incentive Plan”) to, among other changes, increase the number of shares of Tapestry common stock available for future grants. Our Board approved the 2018 Stock Incentive Plan on September 19, 2018. If the 2018 Stock Incentive Plan is approved by stockholders at the 2018 Annual Meeting, it will replace the 2010 Stock Incentive Plan.

The Board unanimously recommends that our stockholders vote FOR approval of the 2018 Stock Incentive Plan because:

QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT
 

The accompanying proxy is solicited on behalf of our 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 8, 2018 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.

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 2018 is available to review with this proxy statement.

We are mailing the Notice of 2018 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 28, 2018.

At the Annual Meeting, our stockholders will be asked:

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.

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

You may vote all of the shares of our common stock that you owned at the close of business on September 7, 2018, the record date.

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 7, 2018 record date. On the record date, the

Company had 289,629,708 shares of common stock outstanding and entitled to be voted at the Annual Meeting, and no other stock of any series issued or outstanding.

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 in the Notice of Annual Meeting and Internet Availability you received; 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.

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.

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:

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.

A quorum is required for the Tapestry 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.

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 4 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.

Abstentions and broker non-votes will not have any effect on Proposals No. 2 and No.3. Additionally, as discussed below, there will not be broker non-votes with regard to Proposal No. 2 as it is a routine matter.

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, or the approval of the 2018 Stock Incentive Plan. 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, except the approval of the 2018 Stock Incentive Plan. The approval of the 2018 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. 4. 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. 4.

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.

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 Tapestry before the Annual Meeting. Second, you can authorize online or send the Secretary of Tapestry 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.

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.

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

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, email 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 for a fee of $11,500 plus reasonable out-of-pocket expenses.

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

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

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

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

CORPORATE GOVERNANCE
 

Meetings and Committees of the Board
   

The Board of Directors held eight (8) meetings during fiscal year 2018. In addition to meetings of the full Board, Directors also attended meetings of Board committees. Each of the Directors, except Mr. Nuti, 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 Governance and Nominations Committee (“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
Darrell Cavens
David Denton
Anne Gates
Andrea Guerra
Susan Kropf
Annabelle Yu Long
Ivan Menezes
William Nuti
Doreen Toben(2)

Committee Chair

Member

(1) Mr. Zeitlin also serves as the Chairman of Tapestry’s Board of Directors.

(2) Ms. Toben is not standing for re-election at our 2018 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.

Tapestry 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 the Company’s then-sitting Directors attended the Annual Meeting of Stockholders held in 2017.

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 Tapestry’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.

Audit Committee

The Audit Committee is comprised solely of Independent Directors and met seven (7) times during fiscal year 2018. The Audit Committee reviews Tapestry’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 auditor’s 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, Tapestry and the independent accountants will provide an update to the Audit Committee. The Audit Committee reviews Tapestry’s accounting principles and financial reporting, as well as the independence of Tapestry’s independent accountants. In discharging its duties, the Audit Committee:

annual audit and internal audit program as well as matters relating to the Company’s information system architecture and cybersecurity, and the results of the annual audit; and

Tapestry’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, and Doreen Toben, are both 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 Tapestry’s web site at www.tapestry.com/investors/ under the Committees section. 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 Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary. 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 eight (8) times during fiscal year 2018. Pursuant to the Human Resources Committee Charter, the HR Committee:

without charge, upon request, a copy of this charter. You may obtain a copy of this charter by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.

Governance and Nominations Committee

The GN Committee is comprised solely of Independent Directors and met four (4) times during fiscal year 2018.

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 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 Tapestry’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 by Tapestry’s Bylaws. Recommendations should be submitted in writing to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary. The policy and procedures for considering candidates recommended by stockholders were formally adopted by our Board in May 2004.

Tapestry’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 Tapestry’s web site at www.tapestry.com/investors/ under the Committees section. 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 Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.

Compensation Committee Interlocks and Insider Participation   

The HR Committee is currently comprised of the following Independent Directors: Susan Kropf, Chair, Darrell Cavens, Anne Gates, William Nuti and Jide Zeitlin. No director who served as a member of our HR Committee during any portion of fiscal year 2018 was an employee of the Company during fiscal year 2018 or a former officer of the Company. None of Tapestry’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 2018 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   

Tapestry 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 Tapestry employees, officers 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 www.tapestry.com/investors/ under the Global Business

Integrity Program section. 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 Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.

Tapestry has also adopted a Political Activities and Contributions Policy. Tapestry 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

Tapestry’s Corporate Governance Principles (the “Guidelines”) provide the framework for the governance of Tapestry. 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

Tapestry, are posted on our website at www.tapestry.com/investors/ under the Governance Documents section. 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 Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.

Separation of Chairman and Chief Executive Officer; Strong Independent Board

Under Tapestry’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

positions 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 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.

Victor Luis is a member of management, and as a result, is not an Independent Director.

Board Diversity

While the Company does not have a formal policy regarding the diversity of the Board, we believe the Board is diverse based on gender, ethnicity and national origin. 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 Tapestry’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 Tapestry’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 enterprise 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 enterprise risk management program that is updated annually and is designed to bring to the Board’s attention the Company’s most material risks for evaluation, including strategic, operational, financial, external, cybersecurity, legal and regulatory risks. The Board and its committees work with senior management, as well as Tapestry’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. For example, the Audit Committee has responsibility for oversight of the general scope of matters relating to the Company’s accounting, financial reporting, internal control systems, annual audit and internal audit program as well as matters relating to the Company’s information system architecture and cybersecurity while the Human Resources Committee has responsibility for oversight of the Company’s compensation programs and policies as well as to perform, or assist the Board in performing, the duties of the Board relating to the annual performance evaluations of the Company’s executive officers. 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

Tapestry 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.

Director Compensation   

Directors who are Tapestry employees receive no additional compensation for their services as Directors. As a 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 restricted stock units (“RSUs”) are made on the date of Tapestry’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 addition, Tapestry’s Outside Directors may elect to defer part or all of their annual cash retainer or RSU vesting under the 2010 Stock Incentive Plan. Deferred amounts may be invested in a stock equivalent account or in an interest-bearing account (for the cash retainer only).

From time to time, most recently in August 2018, the HR Committee’s consultant, CAP, evaluates the Outside Director compensation program and the HR Committee recommends changes to the Board of Directors. The 2018 study compared Tapestry’s Outside Director compensation program to:

The study found that the current Outside Director compensation shown below approximates the median of both data sets.

If approved by stockholders, the 2018 Stock Incentive Plan will include an overall limit on annual Outside Director compensation of $800,000.

Tapestry’s Outside Director retainers in effect during fiscal year 2018 were as follows:

(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

Tapestry has a stock ownership policy for Outside Directors. Under the policy, each Outside Director is expected to accumulate the lesser of 15,000 Tapestry shares or Tapestry 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, 2017):

2018 Director Compensation

Compensation earned in fiscal year 2018 for each Outside Director is detailed below⁽¹⁾:

(1) Mr. Cavens was not a Director of the Company in fiscal year 2018. Ms. Tilenius did not stand for re-election at our 2017 Annual Meeting and ceased to be a Director of the Company in November 2017.

(2) Fees earned or paid in cash reflect the time Directors spent in each role.

(3) 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 June 30, 2018, the outstanding stock options held by each outside director were: David Denton, 52,903; Anne Gates, 8,914; Andrea Guerra, 41,849; Susan Kropf, 69,121; Annabelle Yu Long, 31,659; Ivan Menezes, 69,121; William Nuti, 52,903; Stephanie Tilenius, 50,350; Doreen Toben, 8,914; Jide Zeitlin, 79,121. The number of unvested RSUs held by each outside current director, except Anne Gates and Doreen Toben was 1,894. Anne Gates and Doreen Toben held 1,826 unvested RSUs. This number of RSUs includes dividend equivalents reinvested into the original grant on a quarterly basis as of June 30, 2018.

(4) Mr. Zeitlin deferred 100% of his cash retainer into Tapestry common stock under the 2010 Stock Incentive Plan.

2018 Director Option Exercises and Stock Vested

Stock options exercised and RSUs vested in fiscal year 2018 for each Outside Director are detailed below⁽¹⁾:

(1) Mr. Cavens was not a Director of the Company in fiscal year 2018. Ms. Tilenius did not stand for re-election at our 2017 Annual Meeting and ceased to be a Director of the Company in November 2017.

(2) 3,815 shares were sold to cover the exercise cost and fees of Ms. Kropf’s stock option exercise; 11,117 shares were sold to cover the exercise cost and fees of Mr. Zeitlin’s stock option exercise.

(3) Amounts reflect the difference between the exercise price of the stock option and the market price of Tapestry’s common stock at time of exercise.

(4) 507 shares were withheld to cover the U.S. tax liability for Mr. Guerra’s vesting; 380 shares were withheld to cover the U.S. tax liability for Ms. Long’s vesting.

(5) Represents the product of the number of shares vested and the market value of Tapestry’s common stock on the vesting date. Mr. Zeitlin deferred 100% of his RSU awards into Tapestry common stock under the 2010 Stock Incentive Plan.

PROPOSAL 1: ELECTION OF DIRECTORS
 

All of Tapestry’s Directors are elected each year at the Annual Meeting by the stockholders. We do not have staggered elections of our Board members. Ten Directors will be elected at this year’s Annual Meeting. Each Director’s term lasts until the 2019 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualifies. All of the nominees are currently members of Tapestry’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. Toben, is not standing for re-election at this year’s Annual Meeting. The

Board intends to reduce the size of the Tapestry Board of Directors to ten 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 unable to serve or for good cause will not serve as a Director, 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 28, 2018.

Jide Zeitlin

Director since 2006; Chairman of the Board since 2014

Age: 54

Principal Occupation: Founder of Keffi Group

Board Committees: Human Resources; Governance and Nominations

Mr. Zeitlin is the founder of the Keffi Group. 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 board 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.

Tapestry’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.

Victor Luis

Director since 2013

Age: 52

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

Victor Luis was appointed Chief Executive Officer of the Company in January 2014. Prior to his appointment, and beginning in February 2013, he held the role of President and Chief Commercial Officer of the Company, 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, with oversight for all of the Company’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 the Company in June 2006 as President and Chief Executive Officer, Coach Japan. Prior to joining the Company, 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.

Tapesty’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 twelve years, including most notably his leadership of the Company’s efforts in its international markets and his leadership as Chief Executive Officer of the Company since 2014. His day-to-day leadership as Chief Executive Officer of Tapestry, Inc. provides our Board with intimate knowledge of our operations, challenges and opportunities.

Darrell Cavens

Director since 2018

Age: 45

Principal Occupation: Retired Founder and Chief Executive Officer of zulily, inc.

Board Committees: Human Resources

Darrell Cavens was President, New Ventures for the Qurate Retail Group from December 2017 until his retirement in September 2018. In this role, Mr. Cavens led a team responsible for driving innovative retail concepts and looking beyond the Qurate Retail Group’s business for additional growth opportunities. Mr. Cavens was previously President and Chief Executive Officer of zulily, inc., which he co-founded, from October 2009 until December 2017. From July 2008 to October 2009, Mr. Cavens served as the director of BizTalk Server at Microsoft. From 1999 to 2008, Mr. Cavens held various positions at Blue Nile, most recently serving as Senior Vice President of Marketing and Technology. From 1996 to 1999, Mr. Cavens served as a staff engineer within the Advanced Development team at Starwave Corp. Mr. Cavens is a member of the Board of Deliveroo and OfferUP and previously, served, within the last five years, as a director of zulily, inc. Mr. Cavens attended the University of Victoria.

Tapestry’s Board believes that Mr. Cavens is qualified to serve as a Director based on all of the experience described above, his experience as a chief executive officer and co-founder of a large publicly-traded company, his strong background in online retailing, technology and data analytics and his understanding of the retail industry.

David Denton

Director since 2014

Age: 53

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.

Tapestry’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.

Anne Gates

Director since 2017

Age: 58

Principal Occupation: Retired President of MGA Entertainment, Inc.

Board Committees: Human Resources

Anne Gates was President of MGA Entertainment, Inc., a privately-held developer, manufacturer and marketer of toy and entertainment products for children from January 2014 through her retirement in July 2017. Ms. Gates held roles of increasing responsibility with The Walt Disney Company from 1991 through 2012. Her roles included Executive Vice President, Chief Financial Officer for Disney Consumer Products, Managing Director for Disney Consumer Products Europe and Emerging Markets, and Senior Vice President of operations, planning and analysis for The Walt Disney Company. Prior to joining Disney, Ms. Gates worked for PepsiCo and Bear Stearns. Ms. Gates has over 25 years of experience in the retail and consumer products industries. Ms. Gates currently sits on the boards of The Kroger Co. and Raymond James Financial, Inc. She is also a member of the Boards of the University of California, Berkley Foundation, Columbia University School of Engineering, Cadre and PBS SoCal. Ms. Gates received a Bachelor of Arts in mathematics from the University of California, Berkeley and a Master of Science in operations research from Columbia University.

Tapestry’s Board believes that Ms. Gates is qualified to serve as a Director based on all of the experience described above, her broad business background in finance, marketing, strategy and business development, including growing international businesses and her understanding of the retail and consumer products industries.

Andrea Guerra

Director since 2015

Age: 53

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. Mr. Guerra received a degree in Business Administration from the La Sapienza University of Rome in 1989.

Tapestry’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 the Company’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: 69

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.

Tapestry’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.

Annabelle Yu Long

Director since 2016

Age: 45

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

Board Committees: Audit

Annabelle Yu Long is s a member of the Bertelsmann Group Management Committee, the Chief Executive of Bertelsmann China Corporate Center and Managing Partner of Bertelsmann Asia Investments. Prior to that, she was a principal at Bertelsmann Digital Media Investments. Ms. Long 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 BitAuto Holdings Limited, China Distance Education Holdings Limited and iClick Interative Asia Group Limited. Ms. Long received her 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.

Tapestry’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: 59

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. Prior to that, 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.

Tapestry’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.

William Nuti

Director since 2014

Age: 55

Principal Occupation: Retired Chief Executive Officer of NCR Corporation

Board Committees: Human Resources

William Nuti previously served as Chairman of the Board and CEO of NCR Corporation (“NCR”), a global technology company, until retiring from his positions in April 2018. 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. (“Symbol Technologies”), 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 Finance, Compensation and Public Responsibility Committees and previously served, within the last five years, as a director of Sprint Nextel Corporation and NCR. 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.

Tapestry’s Board believes that Mr. Nuti is qualified to serve as a Director based on all of the experience described above, including his former 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 and the NYSE. 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.

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 Tapestry’s Board of Directors has appointed Deloitte & Touche LLP (“D&T”) as our independent registered public accounting firm for fiscal year 2019. 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

Fees for Audit and Other Services

The aggregate fees for professional services rendered by D&T for the fiscal years ended July 1, 2017 and June 30, 2018 were approximately as follows:

(1) Includes the audit of the Company’s annual consolidated financial statements and internal control over financial reporting inclusive of purchase price allocations, reviews of quarterly financial statements and audits of statutory filings.

(2) Includes due diligence services, registration statement procedures, other accounting consultations and an audit of the employee benefit plan.

(3) Includes 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, Tapestry

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.

AUDIT COMMITTEE REPORT
 

The Audit Committee (the “Audit Committee”) of the Board of Directors of Tapestry, Inc. (“Tapestry”) is responsible for overseeing Tapestry’s accounting and financial reporting principles and policies, financial statements and the independent audit thereof, and Tapestry’s internal audit controls and procedures. The Audit Committee is also responsible for selecting and evaluating the independence of Tapestry’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 Tapestry’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 June 30, 2018 with management and Tapestry’s independent auditors. These discussions included a review of the reasonableness of significant judgments, the quality, not just acceptability, of Tapestry’s accounting principles and such other matters as are required to be discussed with the Audit Committee. Tapestry’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 Tapestry that the audited financial statements be included in Tapestry’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 that has been filed with the Securities and Exchange Commission.

Audit Committee

David Denton, Chair
Andrea Guerra
Annabelle Yu Long
Ivan Menezes
Doreen Toben*

* Joined the Audit Committee effective February 6, 2018.

EXECUTIVE OFFICERS
 

The following table sets forth information regarding each of Tapestry’s executive officers as of September 28, 2018:

(1) Information regarding Mr. Luis is listed under Proposal 1: Election of Directors.

(2) As previously announced, Mr. Bickley is resigning from his position, effective December 31, 2018.
   

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 Tapestry from AlixPartners LLP (“AlixPartners”), 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 (“Saks”), owner of the Saks Fifth Avenue, Saks.com and Off 5^th franchises, where he worked for nearly 16 years in various finance, strategic-planning, administration and operations positions. He also played an instrumental role in Saks’ sale to Hudson’s Bay Company. Before joining Saks, 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 has served as President, Chief Administrative Officer, Chief Legal Officer and Secretary since May 2016. He previously served as Chief Administrative Officer, General Counsel and Secretary from August 2015 through May 2016, after becoming Global Corporate Affairs Officer in April 2014, Executive Vice President, Corporate Affairs in May 2013, and Executive Vice President in August 2011, after joining the Company as Senior Vice President, General Counsel and Secretary in January 2008. Prior to joining the Company, 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 Chief Executive Officer and Brand President, Coach in June 2017, responsible for all aspects of the Coach brand globally. Prior to joining the Company, 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.

Anna Bakst was appointed Chief Executive Officer and Brand President, Kate Spade in March 2018. Ms. Bakst has spent the past 25 years in the industry managing and growing global fashion brands. Until January 2017, she served as Group President of Accessories and Footwear at Michael

Kors Holdings Ltd. (“Michael Kors”). In this role, she led the global design, production and merchandising teams, as well as domestic wholesale distribution. After joining Michael Kors in 2003, Ms. Bakst launched its Accessories and Footwear businesses. Prior to Michael Kors, Ms. Bakst had a 12-year career at Donna Karan International. She began her career with IBM as a Marketing Representative for the National Accounts Division. Ms. Bakst received her MBA from Stanford’s Graduate School of Business and her BS in Industrial Engineering from Purdue University.

Ian Bickley was appointed President, Global Business Development and Strategic Alliances for Tapestry in July 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 the Company’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 the Company in May 1993 as 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 Tapestry, 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 Tapestry as Senior Vice President, Human Resources in July 2008. Prior to joining Tapestry, 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.

TAPESTRY STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 

The table below presents information, as of August 31, 2018, except as otherwise noted below, with respect to the beneficial ownership of Tapestry’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 Tapestry’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 Tapestry’s common stock. The amounts ultimately realized by the Directors will reflect all changes in the market value of Tapestry 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.

* Less than 1%.

(1) T. Rowe Price Associates, Inc. (“Price Associates”), as of December 31, 2017, possessed sole voting power with respect to 11,616,487 securities and sole dispositive power with respect to 30,160,015 securities, based on a Schedule 13G filed with the SEC on filed on February 14, 2018. Price Associates is located at 100 E. Pratt Street, Baltimore, MD 21202.

(2) The Vanguard Group (“Vanguard”), as of December 31, 2017, possessed sole voting power with respect to 397,566 securities, shared voting power with respect to 75,670 securities, sole dispositive power with respect to 28,880,347 securities and shared dispositive power with respect to 470,612 securities, based on a Schedule 13G/A filed with the SEC on February 9, 2018. Vanguard is located at 100 Vanguard Boulevard, Malvern, PA 19355.

(3) Blackrock, Inc. (“Blackrock”), as of December 31, 2017, possessed sole voting power with respect to 15,304,005 securities and sole dispositive power with respect to 17,889,600 securities, respectively, based on a Schedule 13G filed with the SEC on January 23, 2018. Blackrock is located at 55 East 52^nd Street, New York, New York 10055.

(4) Includes 628,460 shares of common stock that may be purchased within 60 days of August 31, 2018 pursuant to the exercise of options.

(5) Includes 33,429 shares of common stock that may be purchased within 60 days of August 31, 2018 pursuant to the exercise of options.

(6) Includes 86,799 shares of common stock that may be purchased within 60 days of August 31, 2018 pursuant to the exercise of options.

(7) Includes 250,138 shares of common stock that may be purchased within 60 days of August 31, 2018 pursuant to the exercise of options.

(8) Includes 55,259 shares of common stock that may be acquired within 60 days of August 31, 2018 pursuant to the exercise of options.

(9) Became a Director on July 10, 2018.

(10) Includes 43,565 shares of common stock that may be acquired within 60 days of August 31, 2018 pursuant to the exercise of options.

(11) Became a Director on December 5, 2018.

(12) Includes 32,511 shares of common stock that may be acquired within 60 days of August 31, 2018 pursuant to the exercise of options.

(13) Includes 59,783 shares of common stock that may be acquired within 60 days of August 31, 2018 pursuant to the exercise of options.

(14) Includes 22,321 shares of common stock that may be acquired within 60 days of August 31, 2018 pursuant to the exercise of options.

(15) Includes 59,783 shares of common stock that may be acquired within 60 days of August 31, 2018 pursuant to the exercise of options and 8,121 stock equivalents held under the Coach, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors and the 2010 Stock Incentive Plan.

(16) Includes 43,565 shares of common stock that may be acquired within 60 days of August 31, 2018 pursuant to the exercise of options.

(17) Became a Director on December 5, 2018.

(18) Includes 69,783 shares of common stock that may be acquired within 60 days of August 31, 2018 pursuant to the exercise of options and 60,950 stock equivalents held under the Coach, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors and the 2010 Stock Incentive Plan.

(19) Includes 1,560,865 shares subject to options exercisable within 60 days of August 31, 2018 and 69,071 stock equivalents held by our Outside Directors held under the Coach, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors and the 2010 Stock Incentive Plan.

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 & 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 52.

In deciding how to vote on this proposal, the Board encourages you to read both the Compensation Discussion and Analysis and Executive Compensation sections.

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. Our stockholders affirmed their very strong support of our programs in last year’s Say on Pay results. We believe that we have created a compensation program deserving of stockholder support.

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 described in the proxy statement for the 2018 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 to occur at the 2019 Annual Meeting of Stockholders.

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 2018.

(1) As previously announced, Mr. Bickley is resigning from his position, effective December 31, 2018.

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

Executive Summary   

Tapestry’s Long-Term Strategic Plan

Fiscal year 2018 was a year of significant progress as we advanced our strategic agenda. We completed the acquisition of Kate Spade and evolved into a true house of brands, establishing Tapestry as our new corporate identity. We also strengthened executive and creative leadership across our brands, with a clear focus on executing our strategic vision, and we brought fresh perspectives to our Board with the appointment of new Directors, all with extensive and relevant business experience. Finally, we announced several important business development initiatives during the year which allow each of our brands to assume greater direct control over their international distribution, and, in keeping with our strategic priority, maximize the opportunity with Chinese consumers globally across our portfolio.

During fiscal year 2018 we also:

Select Tapestry, Inc. fiscal year 2018 financial highlights:

(1) See APPENDIX A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

(2) Total stockholder return with dividends reinvested.

In addition to the fiscal year 2018 highlights noted above, we also implemented a new multi-brand leadership structure to support future growth, and appointed:

Anna Bakst as Chief Executive Officer and Brand President, Kate Spade and Nicola Glass as Kate Spade Brand Creative Director; and

Eraldo Poletto as Chief Executive Officer and Brand President, Stuart Weitzman.

Building on the momentum of fiscal year 2018, we announced strategies for future growth as a house of brands uniting under the following common philosophy:

Implement brand-led strategies with an inclusive approach to luxury;

Drive innovation in product, marketing and customer experiences across channels; and

Generate sustainable revenue and earnings growth through strategies that ensure long-term brand health.

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

At our 2017 Annual Meeting of Stockholders, approximately 98% of the votes cast were in favor of our advisory vote on executive compensation, slightly higher than the fiscal year 2016 result. The HR Committee believes the result reflects strong stockholder support for the executive compensation program.

Ahead of the 2017 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. The investors with whom we spoke raised no substantive concerns or questions.

While we did not receive any specific requests from investors, the HR Committee discusses the Company’s strategy with its executive compensation consultant, CAP, and gets advice from them on trends and best practices. This information was considered by the HR Committee in setting fiscal year 2018 and 2019 executive compensation. Significant changes are reflected in the table below:

Fiscal Year 2018 Compensation Summary - Target Pay Mix

The following charts depict the relationship between the primary elements of the Company’s target annual total direct compensation mix for fiscal year 2018 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 2018 as described in the Base Salary, Annual Incentive Plan and Long-Term Incentive Plan sections below.

Fiscal Year 2018 Target Annual Total Direct Compensation Mix

(1) These charts represent regular, ongoing annual target compensation and exclude one-time compensation (specifically bonuses related to the Kate Spade acquisition and integration and/or new hire sign-on bonuses).

Executive Compensation Practices

Tapestry’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 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 Tapestry’s NEOs is designed to serve the following goals:

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 to support the objectives listed above. 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.) or stock price 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.

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

fiscal year 2018 is provided in the next section, Fiscal Year 2018 Compensation.

Fiscal Year 2018 Compensation   

Base Salary

Tapestry 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.

None of our NEOs received a salary increase during fiscal year 2018. The salary earned during the fiscal year by each NEO is shown in the table below and in the Summary Compensation Table.

Annual Incentive Plan

The Tapestry Annual Incentive Plan (the “AIP”) rewards eligible employees, including the NEOs, for achievement of financial performance targets established by the HR Committee.

For fiscal year 2018, the HR Committee made several changes to the AIP:

Payments under the 2018 AIP were also conditioned upon the achievement of a performance gate of adjusted net income of at least $250 million for fiscal year 2018, which was attained.

In setting the financial performance measures, targets, and incentive payout schedule for the AIP, the HR Committee considers prior fiscal year performance, desired financial and

operational performance levels in line with our annual operating plan and long-term strategic plan, and macroeconomic conditions. Actual payments are made in cash to all participants, based on the degree to which the objectives have been achieved, as certified and approved by the HR Committee. No executive may receive an annual incentive payment exceeding $6.0 million under the Annual Incentive Plan for any fiscal year.

The target award levels for each NEO were assigned by the HR Committee based on the role and responsibility of each position and on peer company target award levels for similar positions.

The HR Committee set target values for fiscal year 2018 that required growth in sales, operating income and earnings per diluted share on a non-GAAP, constant currency basis versus fiscal year 2017.

The fiscal year 2018 target values were aligned with the Company’s strategic objective to drive long-term profitability, while making necessary investments to support the health of its brands. The HR Committee deemed these targets would be sufficiently challenging to merit payout of the target annual incentive awards.

In setting the fiscal year 2018 threshold and maximum performance and payout values, the HR Committee considered several factors including the degree of difficulty in achieving each metric. The maximum performance levels were set such that maximum payout would be achieved for truly outstanding results versus fiscal year 2017.

The fiscal year 2018 AIP components for each NEO are displayed below.

The financial performance measures, target values and financial results established by the HR Committee for the fiscal year 2018 AIP appear below.

Tapestry, Inc.
Applies to all Named Executive Officers