Capri Holdings (CPRI) Proxy Filing summary

Executive summary

• Fiscal 2025 saw a 14.1% revenue decline to $4.4 billion, driven by global luxury demand softness, underperforming strategic initiatives at Versace and Michael Kors, and uncertainty from a terminated merger with Tapestry, Inc.

• A definitive agreement was reached to sell Versace to Prada S.p.A. for $1.375 billion in cash, expected to close in the second half of 2025, enabling debt reduction and future share repurchases.

• Strategic focus will shift to growth opportunities within Michael Kors and Jimmy Choo, with new initiatives aimed at revenue and profitability improvement.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class II directors, ratifying Ernst & Young LLP as auditor, a non-binding say-on-pay vote, a non-binding vote on the frequency of say-on-pay, and approval of the Fourth Amended and Restated Omnibus Incentive Plan.

• Board recommends voting for all proposals and for annual say-on-pay frequency.

Board of directors and corporate governance

• Board consists of eight members, with a mix of skills in retail, finance, technology, and international business; 50% female, 25% Black or African American, 12% Asian.

• All non-employee directors are independent; strong lead independent director role and fully independent committees.

• Annual board and committee evaluations, succession planning, and director education are emphasized.

• Shareholder engagement includes regular meetings, calls, and direct communication channels.