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 1, 2013
MICHAEL KORS HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 001-35368 | Not applicable | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
c/o Michael Kors Limited
Unit 1902, 19/F, Tower 6
The Gateway, Harbour City
Tsim Sha Tsui, Kowloon, Hong Kong
(Address of principal executive offices)
(852) 3928-5563
(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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 1, 2013, Michael Kors Holdings Limited (the “Company”) held its 2013 Annual Meeting of Shareholders (the “Annual Meeting”). Shareholders were asked to vote with respect to the four proposals listed below. A total of 175,178,414 votes were cast (representing 86.6% of the total shares outstanding on the record date) as follows:
Proposal No. 1 (Election of Directors) – Each of the three Class II directors nominated for election at the Annual Meeting was elected to serve until the Company’s annual meeting of shareholders in 2016 and until the election and qualification of their respective successors in office by the number of votes set forth below:
| NAME |
FOR | AGAINST | ABSTAIN | BROKER NON- VOTES |
||||||||||||
| Michael Kors |
157,882,305 | 6,166,971 | 74,431 | 11,054,707 | ||||||||||||
| Judy Gibbons |
162,978,485 | 1,065,355 | 79,867 | 11,054,707 | ||||||||||||
| Lawrence Stroll |
143,277,606 | 20,766,710 | 79,391 | 11,054,707 | ||||||||||||
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 29, 2014 was approved by the number of votes set forth below:
| FOR |
AGAINST | ABSTAIN | BROKER NON- VOTES |
|||||||||
| 172,151,907 |
2,943,706 | 82,801 | 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:
| FOR |
AGAINST | ABSTAIN | BROKER NON- VOTES |
|||||||||
| 163,231,600 |
770,666 | 121,441 | 0 | |||||||||
Proposal No. 4 (Say on Frequency) – The voting results with respect to the frequency of future advisory votes on the Company’s executive compensation was as follows:
| ONE YEAR |
TWO YEARS |
THREE YEARS |
ABSTAIN | BROKER NON- VOTES |
||||||||||||
| 149,200,159 |
3,021,668 | 11,783,401 | 118,479 | 0 | ||||||||||||
In accordance with the results of this vote, the Company’s Board of Directors has determined to implement an annual advisory vote on executive compensation.
SIGNATURE
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.
| MICHAEL KORS HOLDINGS LIMITED | ||||||
| Date: August 7, 2013 | By: | /s/ Joseph B. Parsons | ||||
| Name: Joseph B. Parsons | ||||||
| Title: Executive Vice President, Chief Financial Officer, | ||||||
| Chief Operating Officer & Treasurer | ||||||