UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
 


FORM 8-K
 

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): April 14, 2020
 


Tapestry, Inc.
(Exact Name of Registrant as Specified in Charter) 
 


Maryland
 
001-16153
 
52-2242751
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 

                                                      

    10 Hudson Yards, New York, New York 10001   
(Address of Principal Executive Offices, and Zip Code)

        (212) 946-8400       
Registrant’s Telephone Number, Including Area Code

                                                                                                                                                                        
 (Former Name or Former Address, if Changed Since Last Report) 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
TPR
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 (d) On April 14, 2020, the Board of Directors (the “Board”) of Tapestry, Inc. (“Tapestry” or the “Company”) increased the size of the Board to eight members and elected John P. Bilbrey as a director of the Company, effective as of April 14, 2020.  
In connection with Mr. Bilbrey’s appointment to the Board and in accordance with the Company’s standard compensation arrangements for non-employee directors, Mr. Bilbrey will be entitled to an annual cash retainer of $90,000 as well as an annual equity grant with a grant date fair market value of $150,000 made on the date of Tapestry’s annual meeting of stockholders, with 50% of the value of the award made in the form of stock options and 50% made in the form of restricted stock units.  These equity awards vest in full one year from the date of grant, subject to the director’s continued service until that time.  In addition, Mr. Bilbrey will be granted an initial Tapestry equity award with a grant date fair market value of $150,000 on April 14, 2020, with 50% of the value of the award made in the form of stock options and 50% made in the form of restricted stock units. These initial grants will vest on the one year anniversary of the grant date.
There are no arrangements or understandings between Mr. Bilbrey and any other person pursuant to which he  was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or are currently proposed, regarding Mr. Bilbrey that are required to be disclosed by Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits.
99.1                Press Release, dated April 14, 2020


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated:  April 14, 2020
  TAPESTRY, INC.  
     
     
       

By:
/s/ Todd Kahn
 
    Todd Kahn
 
    President, Chief Administrative Officer and Secretary
 
       

EXHIBIT INDEX
99.1                    Text of Press Release, dated April 14, 2020





 
 Exhibit 99.1

John P. Bilbrey Joins Tapestry, Inc. Board of Directors

Brings Board Membership to Eight

NEW YORK--(BUSINESS WIRE)--April 14, 2020--Tapestry, Inc. (NYSE: TPR), a leading New York-based house of modern luxury accessories and lifestyle brands, today announced that John P. (J.P.) Bilbrey has been appointed to Tapestry’s Board of Directors. The appointment of Mr. Bilbrey to the Board brings the membership to eight.

Jide Zeitlin, Chairman and Chief Executive Officer of Tapestry, Inc., said, “We are extremely pleased that John has agreed to join our Board. He brings to our board deep consumer and operational experience along with broad global experience, having spent substantial time in Asia and the Middle East. John’s passion for the application of data analytics to understanding the consumer and influencing the supply chain will be invaluable assets to Tapestry.”

“We endeavor to bring a diversity of skills and perspectives to our Board discussions. We are delighted to have found a leader with the breadth and depth of multi-brand experience in the consumer space in J.P.,” said Susan Kropf, Lead Independent Director of the Board of Tapestry, Inc. “I am certain he will bring important and unique insights to our work as Tapestry proceeds with its long-term strategic growth agenda amidst a rapidly evolving global retail environment.”

John P. Bilbrey served as President and Chief Executive Officer of The Hershey Company, a global confectionery leader and producer of snack products in the U.S., from 2011 until his retirement in March 2017. He also served as Chairman of Hershey from 2015 until March 2017 and as Non-Executive Chairman from March 2017 to May 2018. Mr. Bilbrey joined the management team of Hershey as Senior Vice President, President Hershey International in 2003, serving as Senior Vice President, President Hershey North America from 2007 to 2010 and as Executive Vice President and Chief Operating Officer from 2010 to 2011. He previously spent 22 years at The Procter & Gamble Company.

Mr. Bilbrey serves on the Board of Directors of three public companies: Campbell Soup Company, Elanco Animal Health and Colgate-Palmolive.

Upon his appointment, Mr. Bilbrey said, “I am excited to be joining the Board of Directors of Tapestry, an innovative company with powerful brands. I look forward to supporting the company and helping to inform its consumer centric strategies as it navigates the current challenging environment and creates the foundation to drive long-term sustainable growth.”

Tapestry, Inc. is a New York-based house of modern luxury lifestyle brands. The Company’s portfolio includes Coach, Kate Spade and Stuart Weitzman. Our Company and our brands are founded upon a creative and consumer-led view of luxury that stands for inclusivity and approachability. Each of our brands are unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across channels and geographies. To learn more about Tapestry, please visit www.tapestry.com. The Company’s common stock is traded on the New York Stock Exchange under the symbol TPR.

This information to be made available in this press release may contain forward-looking statements based on management's current expectations. Forward-looking statements include, but are not limited to, statements that can be identified by the use of forward-looking terminology such as "may," "will," “can,” "should," “confident,” “future,” "expect," "intend," "estimate," "continue," "project," "guidance," "forecast," “outlook,” “believe,” "anticipate," “proactive,” “preemptive,” “excited about,” “moving,” “leveraging,” “capitalizing,” “developing,” “drive,” “targeting,” “assume,” “plan,” “proceed,” “build,” “pursue,” “maintain,” “on track,” “well positioned to,” “commit,” “look forward to,” “to acquire,” “achieve,” “strategic vision,” “growth opportunities” or comparable terms. Future results may differ materially from management's current expectations, based upon a number of important factors, including risks and uncertainties such as expected economic trends, the ability to anticipate consumer preferences, the ability to control costs and successfully execute our transformation and operational efficiency initiatives and growth strategies and our ability to achieve intended benefits, cost savings and synergies from acquisitions, the risk of cybersecurity threats and privacy or data security breaches, the impact of tax legislation, the impact of the COVID-19 outbreak, etc. Please refer to the Company’s latest Annual Report on Form 10-K, Quarterly Report on Form 10-Q and its other filings with the Securities and Exchange Commission for a complete list of risks and important factors. The Company assumes no obligation to revise or update any such forward-looking statements for any reason, except as required by law.

Contacts

Tapestry, Inc.
Analysts & Media:
Andrea Shaw Resnick
Global Head of Investor Relations and Corporate Communications
212/629-2618
Aresnick@tapestry.com
Christina Colone
Vice President, Investor Relations
212/946-7252
ccolone@tapestry.com