What changed in this filing

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Item 3. Legal Proceedings

2024-05-29 compared with 2023-05-31 · 27 added, 1 removed, 3 unchanged (90% of the section changed)

Legal Proceedings

Ordinary Course Litigation.

We are involved in various routine legal proceedings incident to the ordinary course of our business.

We believe that the outcome of all pending legal proceedings, in the aggregate, will not have a material adverse effect on our business, results of operations and financial condition.

We believe that the outcome of all pending ordinary course legal proceedings, in the aggregate, will not have a material adverse effect on our business, results of operations and financial condition.

Shareholder Complains.

In connection with the Merger Agreement, a number of complaints have been filed in federal and state court as individual actions, which we refer to collectively as the “Complaints”.

The Complaints allege that the preliminary proxy statement filed by Capri on September 8, 2023 in connection with the Merger Agreement (the “Preliminary Proxy”) or the definitive proxy statement filed by Capri on September 20, 2023 (the “Definitive Proxy,” and together with the Preliminary Proxy, the “Merger Proxy”), as applicable, misrepresents and/or omits certain purportedly material information.

The Complaints also assert violations of Sections 14(a) and 20(a) of the U.S.

Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder against Capri and the Board of Directors.

The Complaints seek, among other things:

(i) an injunction enjoining the consummation of the Merger and the other transactions contemplated by the Merger Agreement;

(ii) rescission or rescissory damages in the event the Merger and the other transactions contemplated by the Merger Agreement are consummated;

(iii) direction that defendants account for all damages suffered as a result of any wrongdoing;

(iv) costs of the action, including plaintiffs’ attorneys’ and expert fees and expenses;

and (v) other relief the court may deem just and proper.

In addition to the Complaints, purported shareholders of Capri have sent demand letters (which we refer to as the “Demands,” and together with the Complaints, the “Matters”) alleging similar deficiencies regarding the disclosures made in the Merger Proxy.

However, in order to avoid the risk that the Matters delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Capri provided supplemental

disclosures to the Merger Proxy in Capri's Current Report on Form 8-K, filed with the SEC on October 17, 2023.

Capri management believes that the Matters are without merit.

Capri cannot provide assurance regarding the outcomes of the Matters and may be subject to additional demands or filed actions.

If additional similar complaints or demands are filed or sent, absent new or significantly different allegations, Capri will not necessarily disclose such additional filings or demands.

Federal Trade Commission Lawsuit .

As previously disclosed, on August 10, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Tapestry, Inc.

(“Tapestry”), Sunrise Merger Sub, Inc.

(“Merger Sub”), a direct wholly owned subsidiary of Tapestry and Capri, pursuant to which, among other things, Merger Sub will merge with and into Capri (the “Merger”) with Capri surviving the Merger and continuing as a wholly owned subsidiary of Tapestry.

In connection with Tapestry’s pending acquisition of Capri, on April 22, 2024, the U.S.

FTC filed a lawsuit in the United States District Court for the Southern District of New York against Tapestry and us seeking to block the Merger, claiming that the Merger would violate Section 7 of the Clayton Act and that the Merger Agreement and the Merger constitute unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and should be enjoined.

We believe the FTC’s claims are without merit, and we, together with Tapestry, intend to vigorously defend the lawsuit.

If the Merger is blocked, there can be no assurance that any other transaction acceptable to us will be offered and our business, prospects and/or results of operations may be adversely affected.

Mine Safety Disclosures

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings