SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 6, 2009
Coach, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 1-16153 52-2242751
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
516 West 34th Street, New York, NY 10001
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(Address of principal executive offices) (Zip Code)
(212) 594-1850
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(Registrant's telephone number, including area code)
Item 1.01: Entry into a Material Definitive Agreement.
On August 6, 2009, the Board of Directors of Coach, Inc. ("Coach" or
the "Company") authorized a four-year, performance-based share award for Lew
Frankfort, Coach's Chairman and CEO. This award was granted in order to provide
continuity of Mr. Frankfort's strong leadership at a pivotal time for the Coach
brand given the evolving retail environment and the company's significant growth
opportunities. It will extend his tenure for an additional two years beyond the
end of his current contract, set to expire July 2011.
The performance-based award is comprised of restricted stock units
having a total fair market value as of the respective grant dates of
$10,000,000, assuming performance of the Company against specified performance
goals (determined by the Human Resources Committee of Coach's Board of
Directors) at "Target" levels. The actual award value may range from 0-133% of
Target, depending on the Company's level of the achievement of these performance
measures and goals over the stated periods. The award will vest in full on June
29, 2013, subject to Mr. Frankfort's continued employment and the achievement of
these goals.
Also, on August 6, 2009, the Human Resources Committee of Coach's Board
of Directors determined the performance goals for the Company's fiscal year 2010
for purposes of determining bonuses to be paid under the Company's
Performance-Based Annual Incentive Plan. Bonuses under the plan for the
Company's named executive officers and other executive officers shall be based
upon the Company achieving pre-determined performance targets in the following
areas: operating income, diluted earnings per share, operating cash flow and net
sales.
Item 9.01: Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is being furnished herewith:
[None]
SIGNATURE
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 hereunto duly authorized.
Dated: August 10, 2009
COACH, INC.
By: /s/ Todd Kahn
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Todd Kahn
Senior Vice President, General Counsel
and Secretary