Capri Holdings files S-8 to expand Omnibus Incentive Plan by 2.5M shares
Rhea-AI Filing Summary
Capri Holdings Limited (CPRI) filed a Form S-8 to register 2,500,000 additional ordinary shares for issuance under its Fourth Amended & Restated Omnibus Incentive Plan, restated on 20-May-2025 and approved by shareholders on 07-Aug-2025. The filing brings the aggregate shares registered under the plan to 24,971,000 (15.246 m in 2011, 3.6 m in 2020, 3.625 m in 2022, plus the new 2.5 m). CPRI is classified as a large accelerated filer. Standard exhibits include legal opinions (5.1), auditor consent (23.1) and fee table (107). No financial results, cash proceeds or new material transactions are disclosed; the registration is purely administrative to support future equity-based compensation grants.
Positive
- Enhanced employee incentives: additional 2.5 m shares support talent retention and alignment with shareholder interests.
Negative
- Potential dilution: issuing up to 2.5 m new shares could moderately dilute existing holders over time.
Insights
TL;DR: Routine S-8 adding 2.5 m shares; minor dilution risk, neutral fundamental impact.
The filing merely expands the share pool for employee incentives and contains no operating or financial updates. Dilution of roughly 2% versus the current 123 m shares outstanding is modest and already anticipated under the company’s compensation structure. Because shares are issued over time, cash flow and earnings per share effects will be incremental. Overall, this is an administrative action with neutral valuation impact.
TL;DR: Adds headroom for equity awards, aligns management yet requires monitoring of dilution.
The shareholder-approved amendment reflects standard governance practice, signalling continued reliance on equity to retain talent. Investors should track grant pacing and burn rate to ensure alignment with performance. No red flags in the exhibit list; requisite auditor and legal consents are provided. Impact on voting power is minimal unless issuance accelerates.
As filed with the Securities and Exchange Commission on August 7, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
|
British Virgin Islands (State or Other Jurisdiction of Incorporation or Organization) |
N/A (I.R.S. Employer Identification No.) |
|
90 Whitfield Street, 2nd Floor London, United Kingdom (Address of Principal Executive Offices) |
W1T 4EZ (Zip Code) |
Capri Holdings Limited Fourth Amended and Restated Omnibus Incentive Plan
(Full title of the plan)
Krista McDonough
Chief Legal and Sustainability Officer
11 West 42nd Street
New York, NY 10036
(Name and address of agent for service)
(212) 201-8388
(Telephone number, including area code, of agent of service)
With copies to:
John C. Kennedy, Esq.
David A.P. Marshall, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000 (Telephone)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Capri Holdings Limited (the “Company”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 2,500,000 of its ordinary shares, no par value, that are reserved for issuance under the Capri Holdings Limited Fourth Amended and Restated Omnibus Incentive Plan (the “Plan”). The Plan, as amended and restated on May 20, 2025 and described in the Company’s definitive proxy statement, filed with the Securities Exchange Commission (the “Commission”) on June 24, 2025, was approved by the Company’s shareholders on August 7, 2025. The Company previously filed (i) a Registration Statement on Form S-8 on December 14, 2011 (File No. 333-178486, the “2011 Form S-8”) to register 15,246,000 shares initially authorized for issuance under the Plan, (ii) a Registration Statement on Form S-8 on September 24, 2020 (File No. 333-249023, the “2020 Form S-8”) to register an additional 3,600,000 shares authorized for issuance under the Plan as amended on July 22, 2020, and (iii) a Registration Statement on Form S-8 (File No. 333-266480, the “2022 Form S-8”, and together with the 2011 Form S-8 and the 2020 Form S-8, the “Prior Registration Statements”) to register an additional 3,625,000 shares authorized for issuance under the Plan as amended on May 24, 2022. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Prior Form Registration Statements are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company are incorporated by reference in this Registration Statement:
| (a) | The Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2025 (filed on May 28, 2025); |
| (b) | The portions of the Company’s definitive proxy statement on Schedule 14A, filed on June 24, 2025, that are incorporated by reference into Part III of the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2025; |
| (c) | The description of the securities set forth in the Company’s Registration Statement on Form 8-A, and any amendment or report filed for the purpose of updating any such description. |
All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Unless otherwise stated in the applicable reports, information furnished under Item 2.02 or 7.01 of a Current Report on Form 8-K shall not be incorporated by reference.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Memorandum and Articles of Association of Capri Holdings Limited (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 31, 2018). | |
| 3.2 | Amendment to Amended and Restated Memorandum and Articles of Association of Capri Holdings Limited, effective May 24, 2023 (incorporated by reference from Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023, filed on May 31, 2023). | |
| 4.1 | Specimen of Ordinary Share Certificate of Capri Holdings Limited (incorporated by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2019, filed on May 29, 2019). | |
| 4.3 | Capri Holdings Limited Fourth Amended and Restated Omnibus Incentive Plan (incorporated by reference from Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on June 24, 2025). | |
| 5.1* | Opinion of Conyers Dill & Pearman as to the validity of the securities being offered. | |
| 23.1* | Consent of Ernst & Young LLP, independent registered public accounting firm. | |
| 23.2* | Consent of Conyers Dill & Pearman (included in Exhibit 5.1). | |
| 24.1* | Power of Attorney (included on signature pages of this Registration Statement) | |
| 107* | Filing Fee Table. |
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 7, 2025.
| CAPRI HOLDINGS LIMITED | ||||
| By: | /s/ John D. Idol | |||
| Name: | John D. Idol | |||
| Title: | Chairman & Chief Executive Officer | |||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of John D. Idol, Rajal Mehta and Krista McDonough, acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement and Power of Attorney have been signed on August 7, 2025, by the following persons in the capacities indicated.
| Signature | Title | |
| /s/ John D. Idol | Chairman, Chief Executive Officer and Director | |
| John D. Idol | (Principal Executive Officer) | |
| /s/ Rajal Mehta | Interim Chief Financial Officer | |
| Rajal Mehta | (Principal Financial and Accounting Officer) | |
| /s/ Robin Freestone | Director | |
| Robin Freestone | ||
| /s/ Marilyn Crouther | Director | |
| Marilyn Crouther | ||
| /s/ Judy Gibbons | Director | |
| Judy Gibbons | ||
| /s/ Mahesh Madhavan | Director | |
| Mahesh Madhavan | ||
| /s/ Stephen F. Reitman | Director | |
| Stephen F. Reitman | ||
| /s/ Jane Thompson | Director | |
| Jane Thompson | ||
| /s/ Jean Tomlin | Director | |
| Jean Tomlin | ||
FAQ
Why did CPRI file this Form S-8?
How many shares are now authorized under the Capri incentive plan?
Does the filing affect Capri Holdings' earnings or cash flow?
What is the dilution impact for existing shareholders?
Was shareholder approval obtained for the amended plan?
