Capri Holdings (NYSE: CPRI) 2026 meeting backs pay and plan

Q: What was shareholder attendance at Capri Holdings (CPRI) 2026 Annual Meeting?

Attendance was 96,775,550 ordinary shares , representing 84.11% of shares outstanding on the record date. This high participation level meant a strong quorum for voting on directors, auditor ratification, executive compensation and the omnibus incentive plan.

Q: Which directors were elected at Capri Holdings (CPRI) 2026 Annual Meeting?

Shareholders elected John D. Idol , Robin Freestone and Mahesh Madhavan as Class III directors. Each will serve until the 2029 annual meeting and until their successors are elected and qualified, based on majority support in the director elections.

Q: Did Capri Holdings (CPRI) shareholders ratify the auditor for fiscal 2027?

Yes. Shareholders ratified Ernst & Young LLP as independent registered public accounting firm with 96,054,116 votes for, 661,788 against and 59,646 abstentions. There were no broker non-votes on this ratification proposal.

Q: How did Capri Holdings (CPRI) shareholders vote on executive compensation in 2026?

On a non-binding advisory basis, shareholders approved named executive officer compensation with 69,191,540 votes for and 19,868,018 against. There were 60,479 abstentions and 7,655,513 broker non-votes on this say-on-pay proposal.

Q: What fiscal year is covered by the Capri Holdings (CPRI) auditor ratification?

The ratified engagement of Ernst & Young LLP covers the fiscal year ending April 3, 2027 . Shareholder approval of the firm as independent registered public accounting firm supports the company’s external financial reporting for that fiscal period.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Capri Holdings Limited reported the results of its 2026 Annual Meeting of Shareholders held on July 29, 2026. A total of 96,775,550 ordinary shares, representing 84.11% of shares outstanding on the record date, were present. Shareholders elected three Class III directors—John D. Idol, Robin Freestone and Mahesh Madhavan—to serve until the 2029 annual meeting.

Shareholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending April 3, 2027, with 96,054,116 votes in favor. On an advisory basis, shareholders approved compensation of named executive officers, with 69,191,540 votes for. The Company’s Fifth Amended and Restated Omnibus Incentive Plan was approved, receiving 87,846,733 votes for.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares present at meeting: 96,775,550 shares Attendance as % of outstanding: 84.11% Votes for auditor ratification: 96,054,116 votes +3 more

6 metrics

Shares present at meeting 96,775,550 shares Attendance at the 2026 Annual Meeting of Shareholders

Attendance as % of outstanding 84.11% Percentage of total shares outstanding on the record date present at the meeting

Votes for auditor ratification 96,054,116 votes For votes to ratify Ernst & Young LLP for fiscal year ending April 3, 2027

Votes for say on pay 69,191,540 votes For votes on non-binding advisory approval of named executive officer compensation

Votes for omnibus incentive plan 87,846,733 votes For votes approving the Fifth Amended and Restated Omnibus Incentive Plan

Broker non-votes on non-routine items 7,655,513 votes Broker non-votes recorded on proposals including director elections, say on pay and incentive plan

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, omnibus incentive plan

4 terms

broker non-votes regulatory

"BROKER NON-VOTES 7,655,513"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis regulatory

"compensation of the Company’s named executive officers was approved, on a non-binding advisory basis"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm regulatory

"Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

omnibus incentive plan financial

"The Company’s Fifth Amended and Restated Omnibus Incentive Plan was approved"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/30/2026 - 04:07 PM Accepted by SEC EDGAR 07/30/2026 - 04:06 PM

FAQ

What was shareholder attendance at Capri Holdings (CPRI) 2026 Annual Meeting?

Attendance was 96,775,550 ordinary shares, representing 84.11% of shares outstanding on the record date. This high participation level meant a strong quorum for voting on directors, auditor ratification, executive compensation and the omnibus incentive plan.

Which directors were elected at Capri Holdings (CPRI) 2026 Annual Meeting?

Shareholders elected John D. Idol, Robin Freestone and Mahesh Madhavan as Class III directors. Each will serve until the 2029 annual meeting and until their successors are elected and qualified, based on majority support in the director elections.

Did Capri Holdings (CPRI) shareholders ratify the auditor for fiscal 2027?

Yes. Shareholders ratified Ernst & Young LLP as independent registered public accounting firm with 96,054,116 votes for, 661,788 against and 59,646 abstentions. There were no broker non-votes on this ratification proposal.

How did Capri Holdings (CPRI) shareholders vote on executive compensation in 2026?

On a non-binding advisory basis, shareholders approved named executive officer compensation with 69,191,540 votes for and 19,868,018 against. There were 60,479 abstentions and 7,655,513 broker non-votes on this say-on-pay proposal.

Was Capri Holdings (CPRI) Fifth Amended and Restated Omnibus Incentive Plan approved?

Yes. The Fifth Amended and Restated Omnibus Incentive Plan was approved with 87,846,733 votes for, 1,224,104 against and 49,200 abstentions. There were 7,655,513 broker non-votes recorded for this equity incentive plan proposal.

What fiscal year is covered by the Capri Holdings (CPRI) auditor ratification?

The ratified engagement of Ernst & Young LLP covers the fiscal year ending April 3, 2027. Shareholder approval of the firm as independent registered public accounting firm supports the company’s external financial reporting for that fiscal period.

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): July 29, 2026

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 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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents