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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): March 27, 2025
(Exact name of Registrant as Specified in its Charter)
001-35368
(Commission File Number)
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| British Virgin Islands |
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N/A |
(State or other jurisdiction
of incorporation) |
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(I.R.S. Employer
Identification No.) |
90 Whitfield Street
2nd Floor
London, United Kingdom
W1T 4EZ
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on which Registered |
| Ordinary Shares, no par value |
CPRI |
New York Stock Exchange |
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).
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| Emerging growth company |
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| 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. |
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| ITEM 5.02 |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On March 27, 2025, Thomas J. Edwards, Jr., Executive Vice President, Chief Financial Officer and Chief Operating Officer of Capri Holdings Limited (the “Company”) notified the Company of his decision to resign from his position, effective June 20, 2025, to pursue another opportunity. Mr. Edwards’ decision to resign is not related to any accounting or financial issue or any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Company has appointed Rajal Mehta as Interim Chief Financial Officer effective upon Mr. Edwards’ departure.
Mr. Mehta, age 46, joined Michael Kors in 2008 as Senior Director, Financial Planning and Analysis – Retail for Michael Kors. Over his 16 year tenure with the Company, he has assumed roles of increasing responsibility within the finance organization across corporate, retail and wholesale, including as Divisional Vice President, Corporate Financial Planning and Analysis at Capri. He has served as the Chief Financial Officer of the Michael Kors brand since December 2024 and was previously the Divisional Vice President, Corporate Financial Planning and Analysis at Capri. Prior to joining the Company, Mr. Mehta held finance roles at Toys R Us and Ralph Lauren. He holds a Bachelor of Science in Finance from New York University Stern School of Business.
In connection with Mr. Mehta’s service as Interim CFO, Mr. Mehta will be entitled to the following compensation: (i) a base salary of $400,000; (ii) annual cash incentive opportunity at target of 50% of base salary, provided predetermined performance metrics are met; and (iii) transition bonus payment of $200,000 payable upon his commencement in the position of Interim CFO that must be repaid in full if he voluntarily resigns or is terminated for “cause” (as defined under the Company’s Third Amended and Restated Omnibus Incentive Plan (the “Incentive Plan”) within 12 months. In addition to entitlements to medical and other benefits applicable to similarly situated executives, he will also be eligible to receive a discretionary long-term incentive award under the Incentive Plan at the same time as such awards are ordinarily made to participants in the Incentive Plan.
There are no family relationships between Mr. Mehta and any director, executive officer or persons nominated or chosen to be a director or executive officer, there are no related party transactions between the Company and Mr. Mehta that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and there is no arrangement or understanding between Mr. Mehta and any other person pursuant to which he was selected to serve as Interim CFO.
ITEM 7.01. REGULATION FD DISCLOSURE.
On April 1, 2025, the Company issued a press release announcing the resignation of Mr. Edwards as Executive Vice President, Chief Financial Officer and Chief Operating Officer and the appointment of Mr. Mehta as Interim CFO. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
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Exhibit
No. |
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Press Released issued by Capri Holdings Limited, dated April 1, 2025. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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CAPRI HOLDINGS LIMITED |
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| Date: April 1, 2025 |
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By: |
/s/ Krista A. McDonough |
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Name: |
Krista A. McDonough |
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Title: |
Senior Vice President, General Counsel & Chief Sustainability Officer |
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EX-99.1
2
cpri8-k04012025exhibit991.htm
EX-99.1
Document
Exhibit 99.1
Capri Holdings Announces CFO and COO Transition
London — April 1, 2025 — Capri Holdings Limited (NYSE:CPRI), a global fashion luxury group, today announced that Thomas J. Edwards, Jr., Executive Vice President, Chief Financial Officer and Chief Operating Officer, will be leaving the company to pursue another opportunity. Mr. Edwards will remain with the Company until June 20, 2025. The Company has commenced a search for Mr. Edwards’ replacement. Upon Mr. Edwards’ departure, Rajal Mehta, Chief Financial Officer of Michael Kors, will assume the role of Interim Chief Financial Officer for Capri. Additionally, Patricia Gabriel, Senior Vice President, Chief Supply Chain Officer of Capri Holdings, will continue to lead global supply chain and operations. Both Mr. Mehta and Ms. Gabriel will report to Mr. John D. Idol, the Company’s Chairman and Chief Executive Officer.
Mr. Idol said, “I would like to thank Tom for his significant contributions and outstanding leadership over the past 8 years and wish him all the best in his next role. We are pleased to announce that Rajal Mehta will assume the position of Interim CFO. Raj has worked at the company for more than 16 years and has a strong understanding of our financial operations. I have full confidence in his ability to lead our finance team. Additionally, I am pleased to have Patricia Gabriel now reporting to me. Ms. Gabriel is a proven executive who has been with Capri since 2022 and has made a significant impact on strengthening our global operations and supply chain efforts. Capri Holdings has highly capable financial and operational organizations with seasoned executives to ensure continuity and stability during this transition.”
Mr. Idol concluded, “We remain confident in the initiatives shared at our recent Investor Day and continue to believe we have the right strategies underway to return Capri Holdings to growth.”
Mr. Mehta joined Michael Kors in 2008 and throughout his tenure has assumed roles of increasing responsibility within the finance organization across corporate, retail and wholesale. He has served as the Chief Financial Officer of the Michael Kors brand since December 2024 and was previously the Divisional Vice President, Corporate Financial Planning and Analysis at Capri. Previously, Mr. Mehta held finance roles at Toys“R”Us and Ralph Lauren. He holds a Bachelor of Science in Finance from New York University Stern School of Business.
About Capri Holdings Limited
Capri Holdings is a global fashion luxury group consisting of iconic brands Versace, Jimmy Choo and Michael Kors. Our commitment to glamorous style and craftsmanship is at the heart of each of our luxury brands. We have built our reputation on designing exceptional, innovative products that cover the full spectrum of fashion luxury categories. Our strength lies in the unique DNA and heritage of each of our brands, the diversity and passion of our people and our dedication to the clients and communities we serve. Capri Holdings Limited is publicly listed on the New York Stock Exchange under the ticker CPRI.
Forward Looking Statements
This press release contains statements which are, or may be deemed to be, “forward-looking statements.” Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Capri about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. All statements other than statements of historical facts included herein, may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “plans”, “believes”, “expects”, “intends”, “will”, “should”, “could”, “would”, “may”, “anticipates”, “might” or similar words or phrases, are forward-looking statements. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions, which could cause actual results to differ materially from those projected or implied in any forward-looking statements. These risks, uncertainties and other factors include but are not limited to, our ability to respond to changing fashion, consumer traffic and retail trends; fluctuations in demand for our products; high consumer debt levels, recession and inflationary pressures; loss of market share and increased competition; reductions in our wholesale channel; the impact of epidemics, pandemics, disasters or catastrophes; levels of cash flow and future availability of credit; Capri’s ability to successfully execute its growth strategies; departure of key employees or failure to attract and retain highly qualified personnel; risks associated with operating in international markets and global sourcing activities, including disruptions or delays in manufacturing or shipments; the risk of cybersecurity threats and privacy or data security breaches; extreme weather conditions and natural disasters; general economic, political, business or market conditions; acts of war and other geopolitical conflicts; the risk of any litigation relating to the Company's previously proposed merger with Tapestry, Inc., the termination of the merger agreement and/or public disclosures related thereto; the risk of negative reactions from the financial markets and/or our suppliers, customers or employees related to the U.S. District Court for the Southern District of New York’s decision to preliminarily enjoin the consummation of the Merger and/or the subsequent termination of the Merger Agreement, as well as the risk factors identified in the Company's Annual Report on Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange Commission. Please consult these documents for a more complete understanding of these risks and uncertainties. Any forward-looking statement in this press release speaks only as of the date made and Capri disclaims any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with legal and regulatory obligations.
CONTACTS:
Investor Relations:
Jennifer Davis
+1 (201) 514-8234
Jennifer.Davis@CapriHoldings.com
Media:
Press@CapriHoldings.com
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