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.  )

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Check the appropriate box:

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Dear Stockholder:

You are cordially invited to attend the 2019 Annual Meeting of Stockholders of Tapestry, Inc., a Maryland corporation, to be held at 9:00 a.m., Eastern time, on November 7, 2019 at Tapestry’s headquarters, 10 Hudson Yards, New York, New York 10001.

Fiscal 2019 was a year of meaningful evolution and learning for Tapestry. We drove ongoing strength in our international business, while navigating a volatile environment in North America. Importantly, we made significant progress on our strategic initiatives, most notably building the foundation of our distinctive multi-brand platform. We generated the anticipated synergies from the integration of Kate Spade into our portfolio, which funded, in part, material investments in systems as well as our international development. We also made key additions to strengthen Tapestry’s leadership team. We believe these actions will underpin our near and long-term growth objectives. This conviction is reflected, in part, by the $1 billion share repurchase program we established and began to implement during the fiscal year, together with our annual dividend.

That said, we recognized the opportunity to sharpen our focus on execution in order to realize the full potential of our multi-brand strategy and drive returns for all stakeholders. Therefore, as we entered our new fiscal year, in addition to my role as Chairman of the Board, I assumed the role of Chief Executive Officer of Tapestry, succeeding Victor Luis who departed the Company. Together with a talented management team that combines long-tenured executives with new leaders who bring fresh perspectives, we will act with urgency to drive sustainable organic growth. I have profound belief in Tapestry, the benefits of our operating model and importantly, the relevancy of our brands, which have powerful and differentiated positioning, strong consumer connections and attractive growth potential.

Information concerning the matters to be considered and voted upon at the 2019 Annual Meeting of Stockholders is set out in the attached Notice of 2019 Annual Meeting of Stockholders and Proxy Statement. As always, it is important that your shares be represented, 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. Doing so 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 2019 Annual Meeting of Stockholders.

Sincerely,

Jide Zeitlin Chairman and Chief Executive Officer

NOTICE OF 2019 ANNUAL MEETING
OF STOCKHOLDERS
 

We will hold the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Tapestry, Inc., a Maryland corporation (the “Company” or “Tapestry”), at the Company’s headquarters, 10 Hudson Yards, New York, New York, 10001, on November 7, 2019, 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 6, 2019 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 27, 2019

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 advisory vote to approve the Company’s executive compensation (Proposal No. 3), or the approval of the Amended and Restated 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 the Company’s planned share repurchase program and anticipated dividend payments for future quarters and 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 Enterprise Resource Planning (ERP) implementation and growth strategies, including our efforts to expand internationally into a global house of lifestyle brands; (iv) the risks associated with potential changes to international trade agreements and the imposition of additional duties on importing our products; (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 (xiii) such other risk factors as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019 (“fiscal year 2019”), 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 29, 2019. Unless the context requires otherwise, references to “Coach,” “Kate Spade” and “Stuart Weitzman” throughout this proxy statement refer only to the identified brand.

2019 ANNUAL MEETING OF STOCKHOLDERS (the “Annual Meeting”)

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 2019 and this entire proxy statement. We are mailing the Notice of 2019 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 27, 2019.

About Tapestry

Tapestry, Inc. (the “Company” or “Tapestry”) is a leading New York-based house of modern luxury accessories and lifestyle brands. Tapestry is powered by optimism, innovation and inclusivity. Our brands are approachable and inviting and create joy every day for people around the world. Defined by quality, craftsmanship and creativity, the brands that make up our house give global audiences the opportunity for exploration and self-expression. Tapestry is comprised of the Coach, Kate Spade and Stuart Weitzman brands, all of which have been part of the American fashion landscape for over 25 years.

The Company’s corporate headquarters are in midtown Manhattan at 10 Hudson Yards. Tapestry is a publicly traded company listed on the New York Stock Exchange, traded under the symbol TPR.

Fiscal Year 2019 Highlights

Fiscal year 2019 was a year of meaningful evolution and learning for Tapestry. Key accomplishments include:

Taken together, while we achieved significant progress in fiscal year 2019, our financial performance did not meet our expectations, notably at Kate Spade, against the traffic-challenged North American retail backdrop. Looking forward, we are addressing the areas of opportunity with urgency as we look to realize the full potential of our operating model, driving profitable growth across all brands.

Chief Executive Officer Transition

On September 4, 2019, we announced that Jide Zeitlin, the Chairman of Tapestry’s Board of Directors, had been appointed Chief Executive Officer, succeeding Victor Luis, who left the Company and the Board of Directors on September 3, 2019. For more information on Mr. Luis’s departure and Mr. Zeitlin’s appointment, see Compensation Discussion and Analysis.

With more than 30 years of global financial and operational experience, and over a decade serving on Tapestry’s Board, we believe Mr. Zeitlin is well positioned to execute on Tapestry’s existing multi-brand strategy and sharpen the Company’s focus on execution, driving long-term sustainable growth and stockholder value.

We are also committed to increasing the capital returned to stockholders in fiscal year 2020. To that end, we currently plan to repurchase approximately $300 million of common stock, while maintaining our annual dividend, subject to continued Board approval, resulting in a total anticipated payout to stockholders of nearly $700 million in fiscal year 2020.

ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS (page 7)

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.

DIRECTOR NOMINEES (page 19)

Our director nominees bring an effective mix of viewpoints, backgrounds, diversity and experiences to the Board.

Composition of Director Nominees

Tenure   Director Nominees Average Length of Service is 6.9 Years62%13%25%Age62%38%Geography62%38%Gender25%50%25%50% MINORITY EthnicityU.S. Born/BasedBorn/Based Abroad61-70 Yrs51-60 Yrs41-50 YrsMaleFemaleAsianWhite/CaucasianBlack/African American

The following table provides summary information about each director nominee. All of the director nominees are currently members of the Company’s Board of Directors (the “Board” or “Board of Directors”).

Name	Age	Director Since	Principal Occupation	Independent	Audit Committee	Human Resources Committee	Governance and Nominations Committee	Other Public Company Boards
Jide Zeitlin*	55	2006	Chairman & Chief Executive Officer of Tapestry, Inc.					• Affiliated     Managers Group
Darrell Cavens	46	2018	Retired Founder and Chief Executive Officer of zulily, inc.
David Denton**	54	2014	Executive Vice President and Chief Financial Officer of Lowe’s Companies, Inc.
Anne Gates	59	2017	Retired President of MGA Entertainment, Inc.					• Kroger • Raymond James Financial
Andrea Guerra	54	2015	Executive Chairman of Eataly
Susan Kropf***	70	2006	Retired President and Chief Operating Officer of Avon Products					• Avon Products • Kroger • Sherwin Williams
Annabelle Yu Long	46	2016	Chief Executive of Bertelsmann China Corporate Center; Managing Partner of Bertelsmann Asia Investments					• BitAuto • China Distance Education • Tuanche Limited
Ivan Menezes	60	2005	Chief Executive of Diageo plc					• Diageo
Number of Meetings in fiscal year 2019					7	6	4

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

CORPORATE RESPONSIBILITY: OUR SOCIAL FABRIC

In April 2019, we announced our new 2025 Corporate Responsibility strategy, which unites teams across our business to meet our 2025 Corporate Responsibility Goals and a shared objective: to create the modern luxury company of the future that balances true fashion authority with meaningful, positive change. We also launched Our Social Fabric, a microsite on www.tapestry.com solely devoted to Tapestry’s sustainability and social governance program, and published a GRI Standards Index.

In late 2018, Tapestry became a signatory to the United Nations (UN) Global Compact, and as such, our new Corporate Responsibility strategy is aligned with the UN Sustainable Development Goals. Tapestry’s goals, which follow below, cover three strategic pillars: Our People, Our Planet and Our Communities and have been approved by Tapestry’s Board of Directors, who have ultimate oversight of our Corporate Responsibility program.

2019 COMPENSATION (page 42)

Set forth below is the fiscal year 2019 compensation for each named executive officer (“NEO” or “Named Executive Officer”) as determined under Securities and Exchange Commission (“SEC”) rules. The hallmarks of our program include a strong pay-for-performance focus and annual and long-term incentives that support our business priorities, our talent objectives and stockholder value creation. See the notes accompanying the 2019 Summary Compensation Table on page 54 for more information.

* Mr. Luis left the Company on September 3, 2019, after the end of fiscal year 2019. Mr. Wills left the Company on February 8, 2019, during fiscal year 2019. Ms. Resnick was an executive officer during her tenure as Interim Chief Financial Officer from February 9, 2019 through the end of fiscal year 2019, and previously from August 20, 2016 to February 20, 2017.

(1) For Ms. Resnick, represents a cash bonus paid to compensate her for the additional responsibility she took on during her tenure as Interim Chief Financial Officer while continuing to perform duties as Global Head of Investor Relations and Corporate Communications. For fiscal year 2019, Ms. Bakst was guaranteed payment of her Tapestry annual incentive plan (“Annual Incentive Plan” or “AIP”) payout at target under the terms of her offer letter with the Company. The amount reflected in this column represents the amount paid above what Ms. Bakst received under the “Non-Equity Incentive Plan Compensation” column for actual performance during fiscal year 2019. See Executive Compensation-Employment Agreements and Compensatory Arrangements for additional detail.

APPROVAL OF THE AMENDED AND RESTATED TAPESTRY, INC. 2018 STOCK INCENTIVE PLAN (page 70)

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

The Board has determined it is appropriate to amend and restate the Tapestry, Inc. 2018 Stock Incentive Plan (the “Existing 2018 Plan”) to reserve an additional 8,250,000 shares of Tapestry common stock for future grants (the “Share Increase”), define the change in control treatment of awards subject to performance-based vesting conditions and extend the post-change in control double trigger vesting period for future awards (the “CIC Vesting Provisions”). Our Board approved the Amended 2018 Plan on September 19, 2019, subject to and effective upon stockholder approval at the 2019 Annual Meeting with respect to the Share Increase. The CIC Vesting Provisions are not subject to stockholder approval and became effective upon the Board of Directors’ approval of the Amended 2018 Plan. If the Amended 2018 Plan is approved by stockholders at the 2019 Annual Meeting, it will supercede and replace the Existing 2018 Plan.

The Board unanimously recommends that our stockholders vote FOR approval of the Amended 2018 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 7, 2019 at 9:00 a.m. Eastern time.

As a holder of our common stock as of the close of business on September 6, 2019 (the record date), 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 2019 is available to review with this proxy statement.

We are delivering the Notice of 2019 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 27, 2019.

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 6, 2019, 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 6, 2019 record date. On the record date, the

Company had 287,829,685 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” and “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 Amended 2018 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 Amended 2018 Plan. The approval of the Amended 2018 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 his or her 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) 946-8400, extension 100436 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 six (6) meetings during fiscal year 2019. In addition to meetings of the full Board, Directors also attended meetings of Board committees. Each of the Directors 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)
Darrell Cavens
David Denton
Anne Gates(2)
Andrea Guerra(3)
Susan Kropf(4)
Annabelle Yu Long
Ivan Menezes(5)

Committee Chair

Member

(1) Mr. Zeitlin serves as the Chairman of Tapestry’s Board of Directors and, effective September 4, 2019, the Company’s Chief Executive Officer. Mr. Zeitlin served on the Human Resources Committee and was the Chair of the Governance and Nominations Committee during all of fiscal year 2019. Following his appointment as Chief Executive Officer, Mr. Zeitlin was removed from all committees of the Board.

(2) Ms. Gates served on the Human Resources Committee until November 7, 2018 and was appointed to the Audit Committee, effective November 8, 2018.

(3) Mr. Guerra served on the Audit Committee until November 7, 2018 and was appointed to the Human Resources Committee, effective November 8, 2018.

(4) Ms. Kropf was appointed as the Lead Independent Director of Tapestry’s Board of Directors and Chair of the Governance and Nominations Committee, effective September 4, 2019.

(5) Mr. Menezes served on the Audit Committee until his appointment to the Human Resources Committee and the Governance and Nominations Committee, effective September 4, 2019.
   

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. In fiscal year 2019, Mr. Zeitlin, our Chairman, presided over executive sessions of the Board of Directors. Mr. Zeitlin was appointed Chief Executive Officer of the Company on September 4, 2019 and, as of such date, was no longer considered an Independent Director of the Board. Following Mr. Zeitlin’s appointment, our Lead Independent Director,

Ms. Kropf, will preside over executive sessions. 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 Directors then-standing for re-election attended the Annual Meeting of Stockholders held in 2018, except for David Denton and Annabelle Yu Long. In addition, William Nuti and Doreen Toben, who did not stand for re-election at the 2018 Annual Meeting, did not attend.

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 2019. 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 during fiscal year 2019 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, is 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 six (6) times during fiscal year 2019. Pursuant to the Human Resources Committee Charter, the HR Committee:

and oversees the administration of various employee benefit and retirement plans, except as otherwise delegated by the Board or the Committee;

In fiscal year 2019, the HR Committee retained the services of Compensation Advisory Partners, LLC (“CAP”); a description of the services provided to the HR Committee during fiscal year 2019 appears below under Compensation Discussion and Analysis — Compensation Decision Making Process — Roles and Responsibilities.
   

Tapestry’s Board of Directors determined that all members of the HR Committee during fiscal year 2019 were “independent” under the NYSE heightened independence standards for members of compensation committees. The HR Committee operates pursuant to a charter initially approved by the Board of Directors in November 2007 and last revised by the Board in November 2018. 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.

Governance and Nominations Committee

The GN Committee is comprised solely of Independent Directors and met four (4) times during fiscal year 2019.

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 the Chief Executive Officer 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. See Stockholder Proposals for the 2020 Annual Meeting on page 80 for more information. 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 during fiscal year 2019 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 and last revised by the Board in November 2018. 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, Andrea Guerra, and Ivan Menezes. Jide Zeitlin served on the HR Committee for all of fiscal year 2019. Anne Gates and William Nuti served for a portion of fiscal year 2019. No director who served as a member of our HR Committee during any portion of fiscal year 2019 was an employee of the Company during fiscal year 2019 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 2019 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.

Combined 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. 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. From 2014 until Mr. Luis’s departure as Chief Executive Officer on September 3, 2019, the positions of Chairman of the Board and Chief Executive Officer were held separately, with Mr. Zeitlin as Chairman and Mr. Luis as Chief Executive Officer. Upon Mr. Luis’s departure from the Company, Mr. Zeitlin was appointed Chief Executive Officer, effective September 4, 2019. Mr. Zeitlin continued in his role as Chairman of the Board.

The Board believes that the current governance structure - Mr. Zeitlin acting in the capacities of both Chairman and Chief Executive Officer - will allow Mr. Zeitlin to most effectively drive the Company to achieve its strategic objectives and create long-term sustainable growth and increased value for stockholders. In his joint role Mr. Zeitlin serves as a bridge between the Board and management team and provides critical leadership and stability, allowing the management team to focus on execution, unlocking the power of the Company’s multi-brand model.

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.

Mr. Zeitlin is a member of management, and as a result, is not an Independent Director.

Lead Independent Director

Effective September 4, 2019, Susan Kropf, the Chair of the GN Committee and HR Committee and a Director since 2006, was appointed as Tapestry’s Lead Independent Director. The Lead Independent Director’s duties and responsibilities include: (i) presiding at all meetings of the Board at which the Chairman and Chief Executive Officer is not present, including executive sessions of the Independent Directors, (ii) facilitating dialogues among the Independent Directors to enhance productivity of conversations with management, (iii) serving as a liaison between the Chairman and Chief Executive Officer and the Independent Directors,

(iv) acting as a liaison between the stockholders and the Board where appropriate, and (v) working with the Chairman and Chief Executive Officer in developing the Board’s agenda, including the review of select information sent to the Board, and proposed meeting schedules to assure that there is sufficient time for discussion of all agenda items. Based on these duties and responsibilities, the Board believes that the Lead Independent Director provides an active independent leadership role in the Company’s affairs and an effective balance to the combined role of Chief Executive Officer and Chairman.

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, as reflected in the charts below. 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 the 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 and director during fiscal year 2019, Mr. Luis’s 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 an annual cash retainer for Board service and additional retainers for service as the non-executive Chairman of the Board or Lead Independent Director, as applicable, and as the chairperson of Board Committees. Annual grants of stock options and restricted stock units (“RSUs”) with a combined value of approximately $150,000 are made on the date of Tapestry’s Annual Meeting of Stockholders. Upon joining the Board, each new Outside Director receives a grant of stock options and RSUs with approximately the same value as this annual grant.

In 2018 the Board amended the Director Compensation policy due to complex regulatory requirements related to equity compensation in China. Under the amended policy, in lieu of an annual equity award of stock options and RSUs, Ms. Long receives a cash payment equal to $150,000, the fair market value of equity awards granted to the other Outside Directors, paid one year after the date of each Annual Meeting of Stockholders.

Tapestry’s Outside Directors may elect to defer part or all of their annual cash retainer or RSU vesting under the Existing 2018 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, as appropriate, the HR Committee may recommend 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 and the HR Committee recommended that no changes be made.

The Existing 2018 Plan includes an overall limit on annual Outside Director compensation of $800,000 per director.

Tapestry’s Outside Director retainers in effect during fiscal year 2019 were as follows:

(1) The annual equity grant to our Outside Directors is fixed at a fair market value of 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 Tapestry shares valued at five times the basic 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. Until the requirement is met, each Director is required to retain 50% of the net shares obtained from RSUs that vest and stock options that are exercised. Ownership includes shares owned, deferred stock units, and shares equivalent to the after-tax value of unvested RSUs and the after-tax value of vested, unexercised, in-the-money stock options.

In 2019, the Board waived the Director Stock Ownership Policy for Ms. Long due to the complex regulatory framework for equity compensation in China.

As of the last measurement date (December 31, 2018):

2019 Director Compensation

Compensation earned in fiscal year 2019 for each Outside Director is detailed below:

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

(2) Reflects the aggregate grant date fair value of all RSU awards and stock options, assuming no risk of forfeitures. The assumptions used in calculating the grant-date fair value of these awards are described in footnote 4 to the Summary Compensation Table. The number of unvested RSUs held by each current Outside Director, except Mr. Cavens was 1,778. Mr. Cavens held 3,453 unvested RSUs. The amount above for Mr. Cavens’s grants include the grant made upon joining the Board and his annual equity grant. This number of RSUs includes dividend equivalents reinvested into the original grant on a quarterly basis. The outstanding stock options held by each Outside Director were: Mr. Cavens 15,284, Mr. Denton, 60,615; Ms. Gates, 16,626; Mr. Guerra, 49,561; Ms. Kropf, 76,833; Ms. Long, 31,659; Mr. Menezes, 70,513; Mr. Nuti, 52,903; Ms. Toben, 0; Mr. Zeitlin, 76,833. All amounts above were as of June 29, 2019.

(3) Ms. Long will receive a cash payment in lieu of stock options and RSUs; the first such payment will be made in November 2019.

(4) Mr. Nuti and Ms. Toben did not stand for re-election at our 2018 Annual Meeting and each ceased to be a Director of the Company in November 2018. In November 2018, the Board appointed Mr. Nuti to the position of Director Emeritus, to serve in an unpaid advisory capacity for a one year term.

(5) Mr. Zeitlin deferred 100% of his cash retainer for fiscal year 2019 into Tapestry common stock under the Existing 2018 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. Eight Directors will be elected at this year’s Annual Meeting. Each Director’s term lasts until the 2020 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.

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 27, 2019.

Director Nominees   

Skills & Experience   

As reflected in the chart below, we believe our Board offers a diverse range of key skills and experience to provide effective oversight of the Company and create long-term sustainable growth through successful execution of the Company’s strategic initiatives.

Corporate Responsibility Human Resources Technology & DigitalMarketing & BrandingInternationalRetail IndustryMergers & AcquisitionsFinance & AccountingPublic Company Board Service CEO/Executive Leadership/Strategy1 2 3 4 5 6 7 8 Number of Directors Skills & Experience

JIDE ZEITLIN
	Director Since 2006     Chairman since 2014     Principal Occupation: Chairman & Chief Executive Officer Tapestry, inc.		Leadership & Strategy     Public Company Board Service     Finance & Accounting     Mergers & Acquisitions     International     Human Resources

Jide Zeitlin was appointed Chief Executive Officer of Tapestry, Inc. in September 2019, was elected to Tapestry’s Board of Directors in June 2006 and has served as the Chairman of the Board since November 2014. Mr. Zeitlin is the founder of Keffi Group, a private investment firm, and has been an investor with interests in Asia, the Middle East, and Africa since 2006. 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 is Chairman Emeritus of Amherst College. He is a member of the board of trustees of both Playwrights Horizons and Saint Ann’s School and has been on the boards of various other corporate and non-profit organizations. Within the last five years, he served as a director of Vascular Biogenics Ltd. 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 an executive in multiple industries (including consumer products) and a senior investment banker, his strong financial background and his extensive experience in international business and developing markets.

DARRELL CAVENS
	Director Since 2018     Principal Occupation: Retired Founder & Chief Executive Officer of zulily, inc.     Board Committee: Human Resources		Leadership & Strategy     Public Company Board Service     Mergers & Acquisitions     Retail Industry     Marketing & Branding     Technology & Digital

Darrell Cavens was President, New Ventures for the Qurate Retail Group from December 2017 until his retirement in September 2018. 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, Rad Power Bikes 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     Principal Occupation: Executive Vice President & Chief Financial Officer, Lowe’s Companies, Inc.     Board Committees: Audit (Chair) Governance & Nominations		Leadership & Strategy     Public Company Board Service     Finance & Accounting     Mergers & Acquisitions     Retail Industry

David Denton currently serves as Executive Vice President and Chief Financial Officer of Lowe’s Companies, Inc., responsible for corporate finance and treasury, strategy, real estate, accounting, tax, internal audit, process excellence, enterprise risk management, and international and emerging business. Mr. Denton joined Lowe’s in 2018. Mr. Denton previously served as Executive Vice President and Chief Financial Officer of CVSHealth Corporation (f/k/a CVS Caremark). He joined CVS Caremark in 1999 and held various managerial roles throughout the company. Previously, Mr. Denton was Senior Vice President and Controller/Chief Accounting Officer of CVS Caremark and served as Chief Financial Officer and Controller for PharmaCare, CVS Corporation’s legacy PBM subsidiary. Mr. Denton 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     Principal Occupation: Retired President of MGA Entertainment, Inc.     Board Committee: Audit		Leadership & Strategy     Public Company Board Service     Finance & Accounting     Mergers & Acquisitions     Retail Industry     International     Marketing & Branding     Technology & Digital

Anne Gates was President of MGA Entertainment, Inc., a privately held developer, manufacturer and marketer of toy and entertainment products for children, a position she held from 2014 through her retirement in 2017. Ms. Gates held roles of increasing responsibility with The Walt Disney Company from 1991-2012. 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 industry. In addition, Ms. Gates has a broad business background in finance, marketing, strategy and business development, including growing international businesses. Ms. Gates serves on the Board of Directors of The Kroger Company and Raymond James Financial, Inc. She is also a member of the Boards of the University of California, Berkley Foundation, Cadre, Salzburg Global Seminar and PBS SoCal (KOCE-TV Foundation).

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     Principal Occupation: Executive Chairman, Eataly     Board Committee: Human Resources		Leadership & Strategy     Public Company Board Service     Mergers & Acquisitions     Retail Industry     International     Marketing & Branding     Human Resources     Corporate Responsibility

Andrea 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. He received a degree in Business Administration from the La Sapienza University of Rome in 1989. Mr. Guerra was a member of the Steering Committee of Fondo Strategico Italiano S.p.A. and serves on the Board of Directors of Ariston Thermo S.p.A.

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     Lead Independent Director Since 2019     Principal Occupation: Retired President & Chief Operating Officer of Avon Products     Board Committee Chair: Governance & Nominations Human Resources		Leadership & Strategy     Public Company Board Service     International     Marketing & Branding     Human Resources     Corporate Responsibility

Susan Kropf served as President and Chief Operating Officer of Avon Products, where she had P&L responsibility for Avon’s worldwide operations from 2001 until January 2007. Before that, she was Executive Vice President and Chief Operating Officer, Avon North America and Global Business Operations, with responsibility for the company’s North American operating business unit as well as global marketing, R&D, supply chain operations and information technology. Ms. Kropf also serves on the Boards of Avon Products, Inc., Sherwin Williams Co. and the Kroger Company. She previously served on the board of MeadWestvaco Corporation. Ms. Kropf holds a Bachelor of Arts degree 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     Principal Occupation: Chief Executive of Bertelsmann China Corporate Center; Managing Partner of Bertelsmann Asia Investments     Board Committee: Audit		Leadership & Strategy     Public Company Board Service     Mergers & Acquisitions     Retail Industry     International     Technology & Digital

Annabelle Yu Long is a member of the Bertelsmann Group Management Committee, the Chief Executive of Bertelsmann China Corporate Center and Founding 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 Tuanche Limited. She previously served on the board of iClick Interactive 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     Principal Occupation: Chief Executive of Diageo plc     Board Committees: Governance & Nominations Human Resources		Leadership & Strategy     Public Company Board Service     Finance & Accounting     Mergers & Acquisitions     International     Marketing & Branding     Technology & Digital     Human Resources     Corporate Responsibility

Ivan Menezes serves as 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.

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 2020. 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

fiscal year ending July 3, 2021 (“fiscal year 2021”). Even if the appointment of D&T is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the best interests of the Company and our stockholders. At this time, the Board and the Audit Committee believe that the continued retention of D&T to serve as our independent auditors is in the best interest of the Company and our stockholders.

Fees for Audit and Other Services

The aggregate fees for professional services rendered by D&T for the fiscal years ended June 30, 2018 and June 29, 2019 were approximately as follows:

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

(2) Includes 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. If the timing of the project requires an expedited decision, the Chair of the Audit Committee may be asked to pre-approve such engagement. Any such pre-approval by the Chair is then reported to the other Audit Committee

members at the next Audit Committee meeting. 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 29, 2019 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 29, 2019 that has been filed with the Securities and Exchange Commission.

Audit Committee

David Denton, Chair
Anne Gates
Annabelle Yu Long

EXECUTIVE OFFICERS

 

The following table sets forth information regarding each of Tapestry’s executive officers as of September 27, 2019:

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

(2) Ms. Crevoiserat joined the Company on August 1, 2019.

(3) Mr. Glaser joined the Company on July 15, 2019.

Joanne Crevoiserat was appointed Chief Financial Officer effective August 1, 2019. Ms. Crevoiserat was most recently Executive Vice President and Chief Operating Officer at Abercrombie & Fitch Co. from February 2017 to June 2019. She joined Abercrombie & Fitch in May 2014 as Chief Financial Officer. Prior to joining Abercrombie & Fitch, she served in a number of senior management roles at Kohl’s Inc. including Executive Vice President of Finance and Executive Vice President of Merchandise Planning and Allocation. Prior to her time with Kohl’s, Ms. Crevoiserat held senior finance positions with Wal-Mart Stores and May Department Stores, including Chief Financial Officer of the Filene’s, Foley’s and Famous-Barr Brands. She is a summa cum laude graduate of the University of Connecticut where she received a Bachelor of Science degree in Finance. Ms. Crevoiserat has served on the board of directors of At Home Group Inc. since January 2019.

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.

Thomas Glaser was appointed Chief Operations Officer effective July 15, 2019. Mr. Glaser joined Tapestry from VF Corporation, where he most recently held the position of Vice President, VF Corporation & President, Supply Chain, responsible for the oversight of all of the company’s global manufacturing, sourcing and operations. Mr. Glaser joined VF in 2001 as Managing Director, VF Asia Ltd Sourcing in Hong Kong, where he played a key role in further diversifying and expanding VF’s global sourcing network in support of the company’s growing portfolio of brands. In 2006, Mr. Glaser was named President, Supply Chain, Europe/Asia. In 2010, he was promoted to Vice President, Global Operations, a role that he held until being appointed to his most recent position as President, Supply Chain, in January 2012. Prior to joining VF, Mr. Glaser served as Vice President of Sourcing and Operations for various brands of

Phillips-Van Heusen (PVH). He began his career at PVH, where he held sales and sourcing management positions within the company’s North America and Asia divisions. Mr. Glaser holds a bachelor’s degree in government and economics from Franklin & Marshall 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, 2019, 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, NEOs and all 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) The Vanguard Group (“Vanguard”), as of December 31, 2018, possessed sole voting power with respect to 336,969 securities, shared voting power with respect to 118,371 securities, sole dispositive power with respect to 32,465,497 securities and shared dispositive power with respect to 453,634 securities, based on a Schedule 13G/A filed with the SEC on February 13, 2019. Vanguard is located at 100 Vanguard Boulevard, Malvern, PA 19355.

(2) T. Rowe Price Associates, Inc. (“Price Associates”), as of December 31, 2018, possessed sole voting power with respect to 12,230,592 securities and sole dispositive power with respect to 29,116,373 securities, based on a Schedule 13G/A filed with the SEC on filed on February 11, 2019. Price Associates is located at 100 E. Pratt Street, Baltimore, MD 21202.

(3) BlackRock, Inc. (“BlackRock”), as of December 31, 2018, possessed sole voting power with respect to 19,518,194 securities and sole dispositive power with respect to 22,031,923 securities, respectively, based on a Schedule 13G/A filed with the SEC on February 6, 2019. BlackRock is located at 55 East 52^nd Street, New York, New York 10055.

(4) Includes 69,121 shares of common stock that may be acquired within 60 days of August 31, 2019 pursuant to the exercise of options and 72,897 stock equivalents held under the Tapestry, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors and the Company’s Stock Incentive Plans.

(5) Includes 1,265,184 shares of common stock that may be purchased within 60 days of August 31, 2019 pursuant to the exercise of options. Mr. Luis departed the Company on September 3, 2019.

(6) Includes 127,877 shares of common stock that may be purchased within 60 days of August 31, 2019 pursuant to the exercise of options.

(7) Includes 132,168 shares of common stock that may be purchased within 60 days of August 31, 2019 pursuant to the exercise of options.

(8) Includes 14,722 shares of common stock that may be purchased within 60 days of August 31, 2019 pursuant to the exercise of options.

(9) Includes 311,479 shares of common stock that may be acquired within 60 days of August 31, 2019 pursuant to the exercise of options.

(10) Mr. Wills departed the Company on February 8, 2019.

(11) Includes 7,572 shares of common stock that may be acquired within 60 days of August 31, 2019 pursuant to the exercise of options.

(12) Includes 52,903 shares of common stock that may be acquired within 60 days of August 31, 2019 pursuant to the exercise of options.

(13) Includes 8,914 shares of common stock that may be acquired within 60 days of August 31, 2019 pursuant to the exercise of options.

(14) Includes 41,849 shares of common stock that may be acquired within 60 days of August 31, 2019 pursuant to the exercise of options.

(15) Includes 69,121 shares of common stock that may be acquired within 60 days of August 31, 2019 pursuant to the exercise of options.

(16) Includes 31,659 shares of common stock that may be acquired within 60 days of August 31, 2019 pursuant to the exercise of options.

(17) Includes 62,801 shares of common stock that may be acquired within 60 days of August 31, 2019 pursuant to the exercise of options and 8,432 stock equivalents held under the Tapestry, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors and the Company’s Stock Incentive Plans.

(18) Reflects ownership of all Directors, NEOs, and the Company’s other executive officers not listed individually in the table above as a group. Includes 2,419,556 shares subject to options exercisable within 60 days of August 31, 2019 and 81,329 stock equivalents held by our Outside Directors held under the Tapestry, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors and the Company’s Stock Incentive Plans.

PROPOSAL 3: ADVISORY VOTE TO APPROVE
THE COMPANY’S EXECUTIVE
COMPENSATION
 

The Board is committed to sound compensation governance and recognizes the interest of stockholders in executive compensation matters. On an annual basis, we provide our stockholders with an opportunity to cast an advisory vote to approve the compensation of our Named Executive Officers, or NEOs, as described in the Compensation Discussion and Analysis section beginning on page 35 and the Executive Compensation section beginning on page 54 in this proxy statement.

As this is an advisory vote, the result will not be binding on the Company, the Board or the HR Committee. However, our Board and HR Committee value the opinions expressed by our stockholders by their vote on this proposal, and the HR Committee will take into account the outcome of the advisory vote when evaluating the effectiveness of our compensation policies and practices and when making future compensation decisions for NEOs.

At our 2018 Annual Meeting of Stockholders, approximately 97% of the votes cast were in favor of our advisory vote on executive compensation, roughly in line with the fiscal year 2017 result. The HR Committee believes this result reflected strong stockholder support for our executive compensation programs.

Our executive compensation programs are designed to attract, motivate, and retain individuals who are critical to our success. Tapestry’s pay-for-performance philosophy regarding executive compensation is straightforward: reward our executives for their contributions to the Company’s annual and long-term performance by tying a significant portion of their total compensation to key business drivers and stockholder value. Reflecting this philosophy, a significant portion of executive compensation is subject to increase when results exceed target, reduction when results fall below target and elimination if results do not achieve a threshold level of performance. We believe that we have created a compensation program deserving of stockholder support.

Stockholders are urged to read the Executive Compensation and Compensation Discussion and Analysis sections of this proxy statement, which describe our executive compensation philosophy and programs in greater detail, as well as compensation decisions made by the HR Committee for our NEOs with respect to the fiscal year ended June 29, 2019.

Say on Pay Proposal

The Board recommends that stockholders vote FOR the following resolution:

“RESOLVED, that the stockholders approve, on an advisory non-binding vote basis, the compensation of the Company’s Named Executive Officers, as discussed and described in the proxy statement for the 2019 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, set forth in Item 402 of Regulation S-K, including the Compensation Discussion and Analysis and the accompanying executive compensation tables and narrative discussion.”

Adoption of the above resolution requires “FOR” votes from a majority of the votes cast on the matter at the Annual Meeting.

COMPENSATION DISCUSSION AND ANALYSIS

 

This Compensation Discussion and Analysis describes the compensation program for our NEOs for fiscal year 2019.

(1) Mr. Luis left the Company on September 3, 2019, after the end of fiscal year 2019.

(2) Ms. Resnick served as Interim Chief Financial Officer from February 9, 2019 until Ms. Crevoiserat joined the company on August 1, 2019.

(3) Mr. Wills left the Company on February 8, 2019, during fiscal year 2019.

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

Executive Summary   

Fiscal 2019 was a year of meaningful evolution and learning for Tapestry. We drove continued growth in our international business, while navigating a challenging retail environment in North America. Importantly, we made significant progress on our strategic initiatives, most notably building the foundation of our distinctive multi-brand platform. We generated the anticipated synergies from the integration of Kate Spade into our portfolio, which funded, in part, material investments in systems as well as our international development. We also made key additions to strengthen Tapestry’s leadership team with the hires of Noam Paransky,

Chief Digital Officer, Tom Glaser, Chief Operations Officer, and Joanne Crevoiserat, Chief Financial Officer in fiscal year 2019 and early fiscal year 2020.

While we achieved significant progress in fiscal year 2019, our financial performance did not meet our expectations, notably at Kate Spade, against the traffic-challenged North American retail backdrop. Looking forward, we are addressing the areas of opportunity with urgency as we look to realize the full potential of our operating model, driving profitable growth across all brands.

Chief Executive Officer Transition

On September 4, 2019, we announced that Jide Zeitlin, the Chairman of Tapestry’s Board of Directors, had been appointed Chief Executive Officer, succeeding Victor Luis, who left the Company and the Board of Directors on September 3, 2019.

With more than 30 years of global financial and operational experience and over a decade serving on Tapestry’s Board, we believe Mr. Zeitlin is well positioned to execute on Tapestry’s existing multi-brand strategy and sharpen the

Company’s focus on execution, driving long-term sustainable growth and stockholder value.

We remain committed to returning capital to stockholders in fiscal year 2020. To that end, we plan to repurchase approximately $300 million of common stock, while maintaining our annual dividend, subject to continued Board approval, resulting in a total anticipated payout to stockholders of nearly $700 million in fiscal year 2020.

Financial Highlights

Select Tapestry, Inc. fiscal year 2019 financial highlights include:

(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.

Fiscal Year 2019 Pay for Performance

Our financial results for fiscal year 2019 were below the targets established by the HR Committee for our incentive compensation programs. The incentive compensation earned by our NEOs in fiscal year 2019 was below target and

declined versus last year, in accordance with our pay for performance philosophy. The following table summarizes the status of NEO incentive plan awards as of the end of fiscal year 2019:

(1) The 2018-2019 performance period is complete; this award is subject to an additional one year vesting requirement.

(2) For Ms. Bakst, as described in Fiscal Year 2019 Compensation - 2019 Bonuses in this Compensation Discussion and Analysis section, her fiscal year 2019 Annual Incentive Plan payment was guaranteed at target under the terms of her employment offer letter with the Company. The result shown above reflects only the performance-based portion of her payout.

Chief Executive Officer Realizable Pay

A comparison of realizable pay to target pay, based on the grant date opportunity, and Tapestry Total Shareholder Return (i.e., “TSR” or change in stock price plus dividends), illustrates how performance outcomes have impacted pay over time. The graphs below show the average target and realizable pay of our former CEO, Mr. Luis, during fiscal year 2019 for the three-year period ending June 29, 2019.

During the three-year period ending June 29, 2019, Tapestry’s TSR was -14%. As shown below, Mr. Luis’s realizable pay during the same three-year period was 46% below target, and his realizable long-term incentive pay was 64% below target. We believe that this relationship demonstrates meaningful alignment of CEO pay with stockholder interests. Mr. Luis separated from the Company on September 3, 2019, after the end of fiscal year 2019.

market value of PRSUs awarded in the three-year period ending June 29, 2019. Stock options, RSUs, and PRSUs are valued at $31.73, the closing price of Tapestry’s common stock at the end of fiscal year 2019. For PRSU awards with completed performance periods, the calculation includes actual shares earned; for PRSU awards with incomplete performance periods, the calculation includes the target number of shares.

For more information on total compensation as calculated under SEC rules, see the notes accompanying the Summary Compensation Table on page 54. The amount reported here as realizable compensation differs substantially from the amounts reported as total compensation in the Summary Compensation Table and is not a substitute for those numbers.

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

At our 2018 Annual Meeting of Stockholders, approximately 97% of the votes cast were in favor of our advisory vote on executive compensation, roughly in line with the fiscal year 2017 result. The HR Committee believes the result reflects strong stockholder support for the executive compensation program.

Ahead of the 2018 Annual Meeting of Stockholders and throughout the year, we reached out to investors to

understand their perspectives on the Company’s executive compensation program. Our stockholders predominantly did not raise substantive concerns or questions regarding our executive compensation program. Our engagement with stockholders has been valuable and informative and we intend to continue discussions to further understand our investors’ perspective on our executive compensation program and other governance issues.

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 Do		What We Don’t Do
	Pay for Performance.		No Excise Tax Gross Ups Upon Change in Control.
	Minimum Stock Ownership Policy for NEOs.		No Excessive Executive Perquisites.
	Double Trigger Equity Acceleration Upon a Change-in-Control.		No Tax Gross Ups on Perquisites or Benefits.
	Independent Consultant Retained by HR Committee.		No Payment of Dividends on Unvested Long-term Incentives.
	Regular Review of Share Utilization.		No Repricing of Underwater Stock Options Without Stockholder Approval.
	Maintain a Clawback Policy.		No Inclusion of Long-term Incentive Awards in Severance or Retirement Benefit Calculations.
	Minimum Required Notice Period for voluntary resignations of NEOs.		No Permitted Hedging, Short Sales or Derivative Transactions in Company stock.
	Balance of short and long-term performance metrics.		No guaranteed salary increases for NEOs.
	Annual Say on Pay vote.		No Fixed Term or Evergreen NEO Employment.
	Regular stockholder outreach.

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 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 are 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 2019 is provided in the next section, Fiscal Year 2019 Compensation.

Fiscal Year 2019 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 2019 for each NEO. For our CEO during fiscal year 2019, 74% of his target total compensation was performance-based. For the other NEOs,

61% of target total compensation was performance-based. The chart illustrates target total compensation for fiscal year 2019 as described in the Base Salary, Annual Incentive Plan and Long-Term Incentive Plan sections below.

(1) These charts represent regular, ongoing annual target compensation and exclude one-time compensation (specifically new hire sign-on and other one-time bonuses described in the Summary Compensation Table on page 54).

The HR Committee routinely discusses the Company’s strategy with its executive compensation consultant, CAP, and is advised by them on trends and best practices. This information was considered by the HR Committee in setting fiscal year 2019 and 2020 executive compensation. Significant actions are reflected in the table below:

Fiscal Year 2019 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. The salary earned during the fiscal year by each NEO is shown in the table below and in the Summary Compensation Table.

(1) Mr. Wills left the Company in February 2019.

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.

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 AIP for any fiscal year.

The fiscal year 2019 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 2019 that required growth in sales, operating income and earnings per diluted share on a non-GAAP, constant currency basis versus fiscal year 2018.

The fiscal year 2019 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 2019 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 2018.

The fiscal year 2019 AIP components for each NEO are displayed below.