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EX-99.1 - EXHIBIT 99.1 - COACH INCa50860770ex99_1.htm



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):      May 9, 2014


Coach, Inc.

(Exact name of registrant as specified in its charter)


Maryland

 

1-16153

 

52-2242751

(State of
Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


516 West 34th Street, New York, NY 10001

(Address of principal executive offices) (Zip Code)


(212) 594-1850

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On May 9, 2014, the Board of Directors of Coach, Inc. (“Coach” or the “Company”) increased the size of the Board to 11 members and elected David M. Denton and William R. Nuti as directors of the Company, effective as of May 9, 2014.  Additionally Messrs. Denton and Nuti were each named to the Audit Committee, the Human Resources Committee and the Governance and Nominations Committee of the Company’s Board of Directors.

In connection with the appointment of each to the Board and in accordance with the Company’s standard compensation arrangements for non-employee directors, Messrs. Denton and Nuti will each be entitled to an annual cash retainer of $75,000 as well as an annual equity grant with a grant date fair market value of $150,000 made on the date of Coach’s annual meeting of stockholders, with 50% of the value of the award made in the form of stock options and 50% made in the form of restricted stock units.  These equity awards vest in full on the earlier of Coach’s next annual meeting of stockholders or one year from the date of grant, subject to the director’s continued service until that time.  In addition, Messrs. Denton and Nuti will each be granted an initial Coach equity award with a grant date fair market value of $150,000 on May 9, 2014, with 50% of the value of the award made in the form of stock options and 50% made in the form of restricted stock units. These initial grants will vest on the one year anniversary of the grant date.

There are no arrangements or understandings between either Messrs. Denton or Nuti and any other person pursuant to which each was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or are currently proposed, regarding either Messrs. Denton or Nuti that are required to be disclosed by Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointments is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

99.1                Press Release, dated May 12, 2014


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 hereunto duly authorized.

Dated:

May 12, 2014

 

COACH, INC.

 

 

 

By:

/s/ Todd Kahn

Todd Kahn

Global Corporate Affairs Officer,

General Counsel and Secretary


EXHIBIT INDEX

99.1

Press Release, dated May 12, 2014