Document
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, 2018
MICHAEL KORS HOLDINGS LIMITED
(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.) |
33 Kingsway
London, United Kingdom
WC2B 6UF
(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)) |
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).
|
| |
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 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”) of Michael Kors Holdings Limited (the “Company”) held on August 1, 2018, shareholders were asked to vote with respect to the four proposals listed below. A total of 121,790,595 votes were cast (representing 81.17% of the total shares outstanding on the record date) as follows:
|
| | | | | |
NAME | NUMBER OF SHARES VOTED | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
M. William Benedetto | 115,659,387 | 109,119,097 | 6,441,728 | 98,562 | 6,131,208 |
Stephen F. Reitman | 115,659,387 | 109,073,232 | 6,487,715 | 98,440 | 6,131,208 |
Jean Tomlin | 115,659,387 | 108,855,806 | 6,705,233 | 98,348 | 6,131,208 |
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 30, 2019 was approved by the number of votes set forth below:
|
| | | | | |
| NUMBER OF SHARES VOTED | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 121,790,595 | 117,980,310 | 82,458 | 3,727,827 | 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 |
| 115,659,387 | 108,048,311 | 7,483,284 | 127,792 | 6,131,208 |
Proposal No. 4 (Renewable Energy Resolution) - The shareholder proposal to approve the Renewable Energy Resolution as described in the proxy statement did not receive the requisite approval of a simple majority of the ordinary shares entitled to vote that were present at the Annual Meeting and voted as set forth below:
|
| | | | | |
| NUMBER OF SHARES VOTED | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 115,659,387 | 52,259,738 | 60,761,068 | 2,638,581 | 6,131,208 |
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.
|
| | | |
| | | MICHAEL KORS HOLDINGS LIMITED
|
August 3, 2018 | | | |
| | By: | /s/ Krista A. McDonough |
| | Name: | Krista A. McDonough |
| | Title: | Senior Vice President, General Counsel |
| | | |
| | | |
| | | |
| | | |
| | | |