Capri Holdings Ltd 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (c) Issuer Purchases of Equity Securities During the first quarter of Fiscal 2022, the Company reinstated its $500 million share repurchase program, which was previously suspended in response to the impact of the COVID-19 pandemic. The Company also has in place a “withhold to cover” repurchase program, which allows the Company to withhold ordinary shares from certain executive officers and directors to satisfy minimum tax withholding obligations relating to the vesting of their restricted share awards. The following table provides information of the Company’s ordinary shares repurchased or withheld during the three months ended September 25, 2021: Total Number of Shares Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Remaining Dollar Value of Shares That May Be Purchased Under the Programs (in millions) June 27 – July 24 — $ — — $ 350 July 25 – August 21 593,275 $ 53.86 567,023 $ 319 August 22 – September 25 1,224,172 $ 56.65 1,224,172 $ 250 1,817,447 1,791,195 ITEM 6. EXHIBITS a. Exhibits Please refer to the accompanying Exhibit Index included after the signature page of this report for a list of exhibits filed or furnished with this report. 53 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 on November 3, 2021. CAPRI HOLDINGS LIMITED By: /s/ John D. Idol Name: John D. Idol Title: Chairman & Chief Executive Officer By: /s/ Thomas J. Edwards, Jr. Name: Thomas J. Edwards, Jr. Title: Executive Vice President, Chief Financial Officer and Chief Operating Officer 54 INDEX TO EXHIBITS Exhibit No. Description 10.1 Fourth Amended and Restated Employment Agreement, dated as of August 24, 2021, by and among Capri Holdings Limited, Michael Kors (USA), Inc. and John D. Idol. 10.2 Employment Agreement, dated as of August 24, 2021, by and among Capri Holdings Limited, Michael Kors (USA), Inc. and Joshua Schulman. 10.3 Suspension of Rights Agreement, dated as of September 23, 2021, to the Third Amended and Restated Credit Agreement, dated as of November 15, 2018 (as amended by the First Amendment to Third Amended and Restated Credit Agreement, dated as of March 20, 2020 and the Second Amendment to Third Amended and Restated Credit Agreement and First Amendment to Third Amended and Restated Guarantee Agreement, dated as of June 25, 2020, the “Credit Agreement”) among, Michael Kors (USA), Inc., Capri Holdings Limited, the Foreign Subsidiary Borrowers party to the Credit Agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders thereto and the other parties party thereto. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.1 The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended September 25, 2021 formatted in Inline eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. 55