UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
(Commission File Number)
| N/A | |
| (State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area code)
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:
| Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications 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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
At the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) of Capri Holdings Limited (the “Company”) held on July 29, 2026, shareholders were asked to vote with respect to the four proposals listed below. A total of 96,775,550 ordinary shares were present at the meeting (representing 84.11% of the total shares outstanding on the record date), and the votes were cast as follows:
Proposal No. 1 (Election of Directors) – The appointment of three Class III directors to serve until the 2029 annual meeting of shareholders and until the election and qualification of their respective successors in office was approved by the number of votes set forth below:
| NAME | NUMBER OF SHARES VOTED | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||
| John D. Idol | 89,120,037 | 80,171,077 | 8,904,682 | 44,278 | 7,655,513 | |||||
| Robin Freestone | 89,120,037 | 80,491,858 | 8,581,236 | 46,943 | 7,655,513 | |||||
| Mahesh Madhavan | 89,120,037 | 78,979,824 | 10,093,673 | 46,540 | 7,655,513 | |||||
Proposal No. 2 (Ratification of Independent Registered Public Accounting Firm) – The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 3, 2027 was approved by the number of votes set forth below:
| NUMBER OF SHARES VOTED | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||
| 96,775,550 | 96,054,116 | 661,788 | 59,646 | 0 | ||||
Proposal No. 3 (Say on Pay) – The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, by the number of votes set forth below:
| NUMBER OF SHARES VOTED | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||
| 89,120,037 | 69,191,540 | 19,868,018 | 60,479 | 7,655,513 |
Proposal No. 4 (Amended and Restated Incentive Plan) – The Company’s Fifth Amended and Restated Omnibus Incentive Plan was approved by the number of votes set forth below:
| NUMBER OF SHARES VOTED | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||
| 89,120,037 | 87,846,733 | 1,224,104 | 49,200 | 7,655,513 |
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 undersigned, thereunto duly authorized.
| CAPRI HOLDINGS LIMITED | |||
| Date: July 30, 2026 | |||
| By: | /s/ Tyler Reddien | ||
| Name: | Tyler Reddien | ||
| Title: | Executive Vice President, Chief Financial Officer and Chief Operating Officer | ||