Independent
Tenure on this board
7.8 yrs
Also a director at
Kroger Co (KR)Raymond James Financial Inc (RJF)
11 nominees · 4 ballot items.
Shareholders will elect 11 directors, ratify Deloitte & Touche LLP as independent auditor, approve executive compensation on an advisory basis, and consider a shareholder proposal to permit less-than-unanimous written consent.
Elect 11 nominees to serve until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualify.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Tapestry’s independent registered public accounting firm for fiscal year 2027.
Approve, on a non-binding advisory basis, the compensation of Tapestry’s Named Executive Officers as disclosed in the proxy statement.
Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Tapestry’s Named Executive Officers as described in the proxy statement. The vote covers the Compensation Discussion and Analysis, executive compensation tables, and related narrative disclosures under Item 402 of Regulation S-K. The proposal does not directly authorize a specific payment, amend an incentive plan, or bind the Board or Human Resources Committee. Tapestry is seeking approval because it views executive compensation as an important mechanism for attracting, motivating, and retaining leaders needed to execute its Amplify strategy. The Company emphasizes that a significant portion of target compensation is performance-based and tied to sales, operating income, gross margin, return on invested capital, relative total shareholder return, and stock-price appreciation. Fiscal year 2026 results exceeded maximum performance levels for the annual incentive plan, and the CEO received a one-time $15 million equity award consisting of performance-based and time-based components, making the proposal particularly relevant to stockholder scrutiny. Management also cites the approximately 90% favorable say-on-pay vote at the 2025 annual meeting and continued stockholder engagement as evidence of support for the program. The Board recommends voting FOR because it believes the structure aligns executive rewards with business performance and long-term stockholder value. Although advisory, the Board and HR Committee state that they will consider the voting outcome when evaluating compensation policies and making future decisions.
Ask the Board to take the necessary steps to permit stockholders to act by written consent when they hold at least the voting power required to approve an action at a meeting where all entitled shares were present and voted.
Proposal 4 asks Tapestry’s Board to take the steps necessary to permit stockholders to act by written consent when they hold at least the number of votes that would be required to approve the same action at a fully attended meeting. The Accountability Board, Inc. argues that written consent would save time and resources while providing a meaningful year-round accountability mechanism. TAB contends that Maryland’s unanimous-consent default is practically meaningless for a widely dispersed public company because even one share could block action supported by all other stockholders. It distinguishes written consent from special meetings, arguing that meetings facilitate deliberation while written consent efficiently implements an already existing majority consensus. The proponent cites ISS, Glass Lewis, BlackRock, and numerous public companies as supporting written-consent rights, and points to governance practices at companies connected to Tapestry directors. Tapestry’s Board responds that stockholders already possess substantial governance tools, including majority-supported special meetings, proxy access, advance-notice rights, Rule 14a-8 proposals, annual elections, majority voting for uncontested directors, bylaw amendment rights, and year-round engagement. The Board therefore believes less-than-unanimous written consent is not necessary at this time, but it will consider the vote and related feedback. The Board does not oppose the proposal and makes no voting recommendation, while noting that adoption would be advisory initially and implementation would require additional Board consideration and stockholder approval of charter amendments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.62% | 13,194,486 | $1.9B |
| 2 | STATE STREET CORP | 5.04% | 10,054,668 | $1.5B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.97% | 9,909,546 | $1.5B |
| 4 | BlackRock, Inc. | 4.10% | 8,184,720 | $1.2B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.98% | 5,948,871 | $869M |
| 6 | SCHRODER INVESTMENT MANAGEMENT GROUP | 2.21% | 4,414,986 | $646M |
| 7 | BlackRock, Inc. | 2.20% | 4,390,308 | $643M |
| 8 | SRS Investment Management, LLC | 2.04% | 4,062,897 | $595M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 1.90% | 3,797,842 | $553M |
| 10 | BANK OF AMERICA CORP /DE/ | 1.84% | 3,665,578 | $537M |
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