Capri Holdings Ltd

This management-sponsored proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as described in the Compensation Discussion and Analysis and related disclosure. Management frames the program around a pay-for-performance philosophy—mixing base pay, an annual cash incentive tied to free cash flow and SG&A metrics (and individualized strategic goals), and multi-year equity incentives—intended to align executive interests with shareholders and to retain key talent. The proxy discloses that Fiscal 2026 cash incentives paid at 200% of target (subject to a TSR governor that the Committee waived under its discretion) and that long-term incentive mix temporarily shifted to time-based RSUs for Fiscal 2026 due to market uncertainty, with a return to 50/50 RSU/PRSUs for FY27 awards. The Board seeks the advisory vote to demonstrate shareholder support for its compensation approach and to incorporate feedback into future design decisions, and notes prior strong shareholder support (91.3% in 2025). The vote is explicitly non-binding, but the Compensation and Talent Committee and the Board will consider the outcome when setting future compensation. Key governance features discussed in the proxy (clawback policy, share ownership guidelines, independent Compensation Committee, limits on repricing) are cited to support the Board’s recommendation. Given recent corporate actions (e.g., Versace divestiture), executive transitions and deliberate pay design changes, the advisory vote provides shareholders a mechanism to endorse or express concerns about the overall compensation framework. The Board recommends a vote FOR, citing alignment with company strategy, retention needs and demonstrated pay-for-performance outcomes. Institutional investors typically view such advisory results as an important signal; management emphasizes its responsiveness and review process if significant negative votes occur.

This management proposal asks shareholders to approve an amended omnibus equity incentive plan that increases the authorized share reserve by 2,500,000 ordinary shares (bringing the available pool to approximately 6.85 million shares as of the effective date) and extends the plan’s term to permit awards through May 20, 2036. Management frames the request as necessary to maintain the Company’s ability to grant long‑term equity awards used broadly across the organization to attract, retain and motivate employees and non-employee directors, noting that roughly 79% of recent grants go to employees other than NEOs and that without additional shares the Company could face insufficient supply for its annual grant cycle. The proxy provides quantitative context — a three‑year average burn rate of 1.87% and that the incremental reserve would represent roughly a 2.0% dilution of outstanding shares — and describes governance protections (no evergreen provision, minimum grant price requirements, prohibition on repricing without shareholder approval, limited single‑trigger CIC acceleration, annual limits on director awards, clawback provisions and committee administration). The Board and Compensation and Talent Committee reviewed burn‑rate, dilution, competitor practices and plan design features, and concluded the share increase is reasonable and not excessively dilutive. The amendment also carries typical plan mechanics (adjustments for corporate events, limits on recycling of withheld shares, vesting minimums and individual award caps), and contemplates filing an S‑8 to register the additional shares if approved. Because equity grants materially affect shareholder dilution and executive incentives, shareholders should weigh retention and competitive pay considerations against dilution; management’s rationale focuses on ensuring continuity of its pay program and avoiding disruption to the annual grant cycle. The Board unanimously recommends a vote FOR, citing the plan’s role in long‑term alignment with shareholder interests and the inclusion of governance safeguards.