UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SD

 

SPECIALIZED DISCLOSURE REPORT

Tapestry, Inc.

(Exact name of registrant as specified in its charter)

	Maryland		1-16153
	(State or other jurisdiction of		(Commission file number)
	incorporation)

 

Check the appropriate box to indicate the rule pursuant to which this form is being filed:

Section 1 - Conflict Minerals Disclosure

 

Item 1.01 Conflict Minerals Disclosure and Report

 

Tapestry, Inc. (“Tapestry”) has filed this Form SD as required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, because, during the calendar year ended December 31, 2022, Tapestry contracted to manufacture certain products that contained “conflict minerals” necessary to their functionality or production. Conflict minerals are defined by the Securities and Exchange Commission as columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten. Based on a reasonable country of origin inquiry, Tapestry performed additional due diligence and filed a Conflict Minerals Report.

Information concerning necessary conflict minerals from recycled or scrap sources that may be contained in Tapestry’s in-scope products is included in the Conflict Minerals Report and is incorporated in this Form SD by reference.

The Conflict Minerals Report, filed as Exhibit 1.01 hereto, is also publicly available at: www.tapestry.com/investors/ under the Conflict Minerals Policy section. The information maintained or referenced on Tapestry’s or any of its brands’ websites is not incorporated by reference into this Form SD or the Conflict Minerals Report and should not be considered part of this Form SD or the Conflict Minerals Report.

Items 1.02 Exhibit

 

The Conflict Minerals Report described in Item 1.01 is filed as Exhibit 1.01 to this Form SD.

 

Section 2 – Resource Extraction Issuer Disclosure

 

Item 2.01 Resource Extraction Issuer Disclosure and Report

 

Not applicable.

Section 3 – Exhibits

 

Item 3.01 Exhibits

 

SIGNATURES

 

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 duly authorized undersigned.

 

TAPESTRY, INC.
By: /s/ David E. Howard	May 31, 2023
David E. Howard
General Counsel & Secretary

Tapestry, Inc.

For the Calendar Year Ended December 31, 2022

This report has been prepared pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (collectively, the “Conflict Minerals Rule”) for the reporting period from January 1 to December 31, 2022, and relates to the process undertaken for Tapestry, Inc. (“Tapestry” or the “Company”) products that were contracted to be manufactured during calendar 2022 and that contain gold, tantalum, tin and/or tungsten (collectively the “3TG minerals”) that is necessary to the functionality or production of the products.

Tapestry, Inc. (the "Company") is a leading New York-based house of modern luxury accessories and lifestyle brands. Our global house of brands unites the magic of Coach, kate spade new york (“Kate Spade”) and Stuart Weitzman. The information maintained or referenced on Tapestry’s or any of its brands’ websites is not incorporated by reference into this Conflict Minerals Report or the Form SD, of which it is a part, and should not be considered part of this Conflict Minerals Report or the Form SD.

Tapestry determined that it is subject to the requirements of the Conflict Minerals Rule because of the degree of influence that it exercises over the design, materials, and components of some of its products that contain necessary 3TG minerals. None of Tapestry’s brands directly manufacture products but instead “contract to manufacture,” and are far removed from the sources of ore from which 3TG metals are produced and the smelters or refiners (“SORs”) that process those ores. The efforts undertaken to identify the origin of those ores reflect Tapestry’s position in the supply chain.

The products covered by this Report include the following, although not all of Tapestry’s products in each of these categories are in-scope for purposes of its compliance:

•	Fashion Accessories

•

Handbags

•

Jewelry

•

Footwear

•	Ready-to-Wear

For 2022, Tapestry identified 209 suppliers of potentially in-scope products. 

Tapestry has a policy for the supply chain of 3TG minerals (the “Conflict Minerals Policy”).

Consistent with its belief in the dignity of, and respect for, individuals, as demonstrated in its policies on labor practices, Tapestry is concerned with the potential humanitarian abuses involved in the mining of these minerals and subsequent financing of armed conflict, and takes its obligations under the Conflict Minerals Rule seriously. As such, Tapestry strives to deliver products to its consumers manufactured in an ethical way consistent with its humanitarian beliefs and to be compliant with the laws in the countries in which it operates. Tapestry does not ban the procurement of 3TG minerals from the Democratic Republic of the Congo (the “DRC”) and adjoining countries, but seeks to source from responsible conflict-free sources in the region.

To further responsible 3TG minerals sourcing, Tapestry has adopted the following practices, in addition to the other practices discussed in this Conflict Minerals Report:

•	Instituted an assessment of its supply chain to identify areas where there is a high probability of 3TG mineral use;

•	Collaborates with suppliers to confirm 3TG mineral usage and potential sources of these minerals;

•	Works with its suppliers through the product development process to understand the likelihood of 3TG minerals being incorporated into the design;

•	Requires the distribution of Tapestry’s Conflict Minerals Policy and the CMRT (as defined later in this Conflict Minerals Report) to all new and current suppliers; and

•	Expects its suppliers to adopt policies with respect to 3TG minerals consistent with Tapestry’s stance.

•	Suppliers should have a policy with respect to the sourcing of 3TG minerals, specifically that they will seek to make progress to switch to Conformant (as defined later in this Conflict Minerals Report) sources;

•	Suppliers should not take Conformant to mean that Tapestry does not source from the DRC or its adjoining countries; rather, suppliers should seek Conformant sources of 3TG minerals without excluding the DRC and its adjoining countries;

•	Suppliers should respond in full to any surveys or requests for documentation received from Tapestry; and

•	Suppliers’ processes and procedures relating to the traceability of the sources of 3TG minerals should conform to the Organisation for Economic Co-Operation and Development Due Diligence Guidance for Responsible Sourcing of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Guidance”).

Following a risk assessment to scope where 3TG minerals may be found in its products, Tapestry conducted a “reasonable country of origin inquiry” (“RCOI”) within the meaning of the Conflict Minerals Rule. The RCOI was undertaken on the products sourced directly by, and manufactured for, Tapestry in 2022. Tapestry and its brands do not directly manufacture products, but “contract to manufacture” from its suppliers products that may contain 3TG minerals necessary to their functionality or production. Tapestry then identified the suppliers who supplied the materials. The survey was administered to those suppliers via a web-based portal by a third-party service provider (the “Service Provider”), with manual and automated follow-up communications to improve survey response rate, and to complement Tapestry’s internal management process.

 

Based on the results of Tapestry’s RCOI, Tapestry exercised due diligence for 2022. These due diligence efforts are discussed below.

Design of Due Diligence

Tapestry designed its due diligence measures to conform with the OECD Guidance (Third Edition), which includes the related supplements on tin, tantalum and tungsten and gold. Specifically, due to its classification as a “downstream” company within the supply chain, Tapestry’s due diligence practices were tailored accordingly based upon the OECD Guidance.

Due Diligence Measures Performed

Based upon the OECD Guidance, Tapestry’s due diligence measures included the following elements. These are not all of the discrete elements and tasks that are part of Tapestry’s compliance program.

•	OECD Step One: “Establish strong company management systems”

o	Adopted the Conflict Minerals Policy, which is reviewed annually. Tapestry’s Conflict Minerals Policy is available publicly at https://tapestry.gcs-web.com/static-files/2ead14dd-b33c-4fb4-add6-7fd97d6859ea.

o	Included the Conflict Minerals Policy in the Company’s Supplier Code of Conduct, which is available publicly.

o	Assembled an internal team to support supply chain due diligence.

o	Designated a senior internal resource, the Vice President, ESG Strategy, Tapestry, to manage the program.

o	Adopted a policy to keep conflict minerals records relating to due diligence for at least five years.

•	OECD Step Two: “Identify and assess risk in the supply chain”

o

Sent requests to 209 suppliers to provide Tapestry with a completed Conflict Minerals Reporting Template (“CMRT”), which is the widely used form for 3TG data collection developed by the RMI. Both Tapestry and the Service Provider followed up by phone and email with the suppliers that did not provide a response within a specified time frame. 100% of the suppliers surveyed responded to Tapestry’s request for information.

o

The Service Provider reviewed the lists of the suppliers’ identified SORs and compared those lists against the list of Conformant or equivalent SORs published in connection with the RMI’s Responsible Minerals Assurance Process (“RMAP”), the London Bullion Market Association’s (“LBMA”) Good Delivery List and the Responsible Jewellery Council’s (“RJC”) Chain of Custody Certification.

o

For those SORs identified by a supplier that were not listed as Conformant or the equivalent by an independent third-party, the Service Provider attempted to contact the SOR to gain information about its sourcing practices, including origin and transfer, to determine the source and chain of custody of the 3TG minerals. Internet research also was performed to determine whether there was any outside sources of information regarding the SORs sourcing practices.

•	OECD Step Three: “Design and implement a strategy to respond to identified risks”

o	Suppliers were ranked based on a risk level assigned by the Service Provider. Tapestry reported its risk management findings to its General Counsel and Secretary. Tapestry reports the results of its analysis to the Company’s Board of Directors.

•	OECD Step Four: “Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain”

o	In connection with Tapestry’s due diligence, the Service Provider, on Tapestry’s behalf, utilizes information made available by the RMI, LBMA and RJC concerning independent third-party audits of SORs.

•	OECD Step Five: “Report on supply chain due diligence”

o	Tapestry files a Form SD and a Conflict Minerals Report with the Securities and Exchange Commission (“SEC”) and makes the filings publicly available at http://tapestry.com/investors/ under the Conflict Minerals Policy section.

Based on the information provided by Tapestry’s suppliers and its own due diligence efforts within its supply chain for 2022, Tapestry believes that the facilities used to process the necessary 3TG minerals in Tapestry’s in-scope products may have included the SORs in Table 1 below.   

Gold

Yokohama Metal Co., Ltd.

Conformant

The countries of origin of the newly-mined 3TG minerals processed by the Conformant SORs in the table above may have included the countries listed below. Country of origin information has been provided to the Company by the Service Provider.

  

* Democratic Republic of the Congo or an adjoining country.

Alternatively, or in addition, some of the identified SORs may have been sourced from recycled or scrap sources.

Tapestry endeavored to determine the mine location of origin of the necessary 3TG minerals contained in its in-scope products by requesting that the suppliers provide it with a completed CMRT and through the other procedures followed by Tapestry and its Service Provider that are described in this Conflict Minerals Report.

Tapestry intends to further improve upon its supply chain due diligence via the following measures:

•	Encourage suppliers to partner with upstream suppliers to identify the source of 3TG minerals;

•	Encourage suppliers that have not yet done so to adopt and communicate their own responsible sourcing policies relating to 3TG minerals;

•	Expand internal supply chain mapping and traceability efforts; and

•	Continue to distribute and provide training on our Supplier Code of Conduct to existing and new suppliers. Our Supplier Code of Conduct includes a conflict minerals statement, which requires that vendors who supply Tapestry products that include 3TG minerals to disclose the SORs to Tapestry.

 

This document contains forward-looking statements based on management's current expectations. These statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “intend,” “become,” “future,” “continue,” “strive,” “seek” or comparable terms. Future results may differ materially from management's current expectations, based upon risks and uncertainties such as (1) the continued implementation of satisfactory traceability and other compliance measures by Tapestry’s direct and indirect suppliers on a timely basis, (2) whether SORs and other market participants responsibly source 3TG minerals, (3) political, regulatory and economic developments within the DRC region, the United States or elsewhere, and (4) changes in Tapestry’s supplier base. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of the filing of this document. Tapestry does not intend, and undertakes no obligation, to publish revised forward-looking statements to reflect events or circumstances after the date of the filing of this document to reflect the occurrence of unanticipated events. Please refer to the Company’s latest Annual Report on Form 10-K and its other filings with the Securities and Exchange Commission for a complete list of risks and important factors. The Company assumes no obligation to revise or update any such forward-looking statements for any reason, except as required by law.