Capri Holdings (CPRI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 4, 2024, to be held virtually; record date is July 15, 2024.

• Key proposals: election of three Class I directors, ratification of Ernst & Young LLP as auditor, and a non-binding advisory vote on executive compensation.

• Merger with Tapestry, Inc. is pending, with regulatory approval received in all countries except the U.S.; litigation with the FTC is ongoing.

• Shareholders can vote online, by phone, mail, or during the virtual meeting using a control number.

Voting matters and shareholder proposals

• Shareholders will vote on three Class I director nominees for terms expiring in 2027.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending March 29, 2025.

• Advisory say-on-pay vote on executive compensation.

• Shareholder proposals for the 2025 meeting must be submitted by March 28, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of eight members, with a mix of skills and 50% gender diversity; 37.5% are persons of color.

• All non-employee directors are independent; committees are fully independent.

• Board committees: Audit, Compensation and Talent, and Governance, Nominating and Corporate Social Responsibility.

• Annual board and committee evaluations, succession planning, and director onboarding are in place.

• Shareholder engagement includes regular meetings, calls, and written communications.