Capri Holdings (CPRI) Proxy filing summary

Executive summary

• Fiscal 2026 saw a return to full-year profitability, positive free cash flow, and strategic investments in brand growth and innovation, following the sale of Versace to strengthen the balance sheet and financial flexibility.

• Strategic priorities for the next year include enhancing brand desirability, product innovation, customer experience, data analytics, and capital allocation for store renovations and share repurchases.

• The annual meeting is scheduled for July 29, 2026, with shareholders voting on director elections, auditor ratification, executive compensation, and an amended incentive plan.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class III directors for three-year terms, ratify Ernst & Young LLP as auditor, approve a non-binding say-on-pay resolution, and approve the Fifth Amended and Restated Omnibus Incentive Plan.

• The Board recommends voting in favor of all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by February 19, 2027.

Board of directors and corporate governance

• The Board will reduce from eight to seven members after the retirement of Stephen F. Reitman.

• Board diversity includes 50% female directors and representation across ethnicities and generations.

• All non-employee directors are independent, with robust governance practices, annual evaluations, and succession planning.

• Committees include Audit, Compensation and Talent, and Governance and Nominating, all chaired by independent directors.

• Shareholder engagement is ongoing through meetings, calls, and events.