Capri Holdings AGM: Directors re-elected, EY ratified, equity plan faces softer support

Rhea-AI Filing Summary

On 7 Aug 2025 Capri Holdings (NYSE: CPRI) filed an 8-K disclosing voting results from its 2025 Annual Meeting (82.34 % quorum, 97.1 m shares).

• Director elections: Class II directors Judy Gibbons (83.1 m for; 94.1 %) and Jane Thompson (87.1 m for; 98.6 %) will serve until 2028.
• Auditor: Ernst & Young LLP was ratified with 96.4 m for (99.2 %).
• Say-on-Pay: Executive pay garnered 80.7 m for (91.3 %).
• Say-on-Frequency: 86.3 m votes (97.6 %) favored an annual advisory vote; the company will hold the vote yearly until at least 2031.
• Equity Incentive Plan: The 4th Amended & Restated Omnibus Incentive Plan passed with 65.8 m for (74.4 %), a noticeably lower approval level.

No financial performance data or other material events were reported.

Positive

• 99.2 % auditor ratification signals high investor confidence in Capri's financial reporting integrity.
• 97.6 % preference for annual Say-on-Pay aligns company with best-practice governance cadence.

Negative

• Equity incentive plan approved with only 74.4 % support, indicating shareholder concern over potential dilution and pay structure.
• Slightly lower 94.1 % support for director Judy Gibbons may reflect minor dissent on board composition.

Insights

Corporate Governance Expert

TL;DR: Routine AGM items passed, but 74 % support for incentive plan signals pay-dilution concerns.

Investors reaffirmed board composition and auditor with overwhelming majorities, reflecting general confidence in oversight. Annual Say-on-Pay frequency aligns Capri with prevailing U.S. governance standards and should enhance ongoing engagement. The 91 % Say-on-Pay approval is healthy, yet the lower 74 % support for the equity plan suggests shareholders are watching equity dilution and award practices closely; anything below 80 % often triggers proxy-advisor scrutiny. While not immediately damaging, management should expect to justify plan usage and possibly adjust future share requests.

Portfolio Manager

TL;DR: Vote outcomes neutral for valuation; watch equity plan dilution risk.

Nothing in the filing alters Capri’s cash flows or strategic outlook. Strong auditor and director support reduce governance risk, a positive for long-only investors. However, the tepid endorsement of the omnibus plan could foreshadow incremental share dilution, mildly negative for per-share metrics. Impact on share price likely muted unless future issuances accelerate. Overall, I view the disclosure as governance housekeeping—materiality is low.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 7, 2025

CAPRI HOLDINGS LTD

(Exact name of Registrant as Specified in its Charter)

001-35368

(Commission File Number)

British Virgin Islands						N/A
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

90 Whitfield Street, 2nd Floor

London, United Kingdom

W1T 4EZ

(Address of Principal Executive Offices)

44 207 632 8600

(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
Ordinary Shares, no par value			CPRI			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 (§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 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) of Capri Holdings Limited (the “Company”) held on August 7, 2025, shareholders were asked to vote with respect to the three proposals listed below. A total of 97,109,219 ordinary shares were present at the meeting (representing 82.34% 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 two Class II directors to serve until the 2028 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
Judy Gibbons						88,388,716						83,122,051						5,186,804						79,861						8,720,503
Jane Thompson						88,388,716						87,144,155						1,164,820						79,741						8,720,503

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 March 28, 2026 was approved by the number of votes set forth below:

NUMBER OF SHARES VOTED						FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
97,109,219						96,370,393						580,518						158,308						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
88,388,716						80,689,689						7,575,412						123,615						8,720,503

Proposal No. 4 (Say on Frequency) – The number of votes with respect to the advisory vote on the frequency of the advisory vote on the Company's executive compensation are set forth below:

NUMBER OF SHARES VOTED						ONE YEAR						TWO YEARS						THREE YEARS						ABSTAIN						BROKER NON-VOTES
88,388,716						86,258,748						62,767						1,930,269						136,932						8,720,503

In accordance with the voting results on this proposal, the Company has determined to hold an advisory vote on executive compensation annually until the next Say on Frequency vote. A Say on Frequency vote is required to be held at least once every six years.

Proposal No. 5 (Amended and Restated Incentive Plan) – The Company's Fourth 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
88,388,716						65,803,906						22,204,375						380,435						8,720,503

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: August 7, 2025
						By:			/s/ Krista A. McDonough
						Name:			Krista A. McDonough
						Title:			Chief Legal and Sustainability Officer

FAQ

What directors were elected at Capri Holdings' 2025 AGM?

Shareholders re-elected Judy Gibbons and Jane Thompson as Class II directors through 2028.

How did Capri Holdings shareholders vote on the Say-on-Pay proposal?

About 91.3 % of votes supported the company’s executive compensation program.

Which audit firm was ratified for Capri Holdings (CPRI) fiscal 2026?

Ernst & Young LLP was ratified with 99.2 % shareholder support.

What was the outcome of Capri Holdings' equity incentive plan vote?

The Fourth Amended & Restated Omnibus Incentive Plan passed with 74.4 % approval.

How often will Capri Holdings hold future Say-on-Pay votes?

Based on a 97.6 % majority, the company will continue to hold the advisory vote annually.