Item 5.07Item 5.07 - Submission of Matters to Vote
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”)
of Capri Holdings Limited (the “Company”) held on July 29, 2026, shareholders were asked to vote with respect to the four
proposals listed below. A total of 96,775,550 ordinary shares were present at the meeting (representing 84.11% of the total shares outstanding
on the record date), and the votes were cast as follows:
Proposal No. 1 (Election of Directors) - The appointment of
three Class III directors to serve until the 2029 annual meeting of shareholders and until the election and qualification of their respective
successors in office was approved by the number of votes set forth below:
NAME NUMBER OF SHARES VOTED FOR AGAINST ABSTAIN BROKER NON-VOTES
──────────────────────────────────────────────────────────────────────────────────────────────────────────────────
John D. Idol 89,120,037 80,171,077 8,904,682 44,278 7,655,513
Robin Freestone 89,120,037 80,491,858 8,581,236 46,943 7,655,513
Mahesh Madhavan 89,120,037 78,979,824 10,093,673 46,540 7,655,513
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 April 3, 2027 was approved by the number of votes set forth below:
NUMBER OF SHARES VOTED FOR AGAINST ABSTAIN BROKER NON-VOTES
──────────────────────────────────────────────────────────────────────────────────────────
96,775,550 96,054,116 661,788 59,646 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
─────────────────────────────────────────────────────────────────────────────────────────────
89,120,037 69,191,540 19,868,018 60,479 7,655,513
Proposal No. 4 (Amended and Restated Incentive Plan) - The
Company’s Fifth Amended and Restated Omnibus Incentive Plan was approved by the number of votes set forth below:
NUMBER OF SHARES VOTED FOR AGAINST ABSTAIN BROKER NON-VOTES
────────────────────────────────────────────────────────────────────────────────────────────
89,120,037 87,846,733 1,224,104 49,200 7,655,513