UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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☐	Preliminary Proxy Statement

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Tapestry, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and O-11.

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Dear Fellow Stockholders:


ANNE GATES JOANNE CREVOISERAT			Fiscal 2024 was a successful year for Tapestry – a testament to our talented global teams whose creativity and exceptional execution continue to fuel our brands and business. Through an unwavering focus on powering innovation and consumer connections, we meaningfully advanced our futurespeed strategic growth agenda. To this end, we delivered strong financial results against a dynamic backdrop, highlighted by constant currency revenue gains, significant gross margin expansion, double-digit adjusted EPS growth, and robust cash flow generation. Our progress from the year includes: • Building Lasting Customer Relationships: We acquired over 6.5 million new customers in North America alone, of which over half were Gen Z and Millennials, consistent with our strategy to recruit younger consumers to our brands. At the same time, we improved lapsed customer reactivation in North America, which highlights our ability to successfully engage our existing customer base as we drive new customer recruitment. • Delivering Compelling Omni-Channel Experiences: Leveraging our data-rich, direct-to-consumer customer engagement platform, we remained committed to meeting and delighting our customers wherever they choose to shop. As a result, our global brick and mortar sales rose for the year on a constant currency basis driven by an increase in sales per square foot across a fleet which is highly profitable. In addition, we maintained our strong Digital positioning, with sales more than three times above pre-pandemic levels, representing nearly 30% of revenue at accretive margins. Our Digital business is powered by Tapestry’s leading capabilities, which have enabled us to enhance the consumer experience across their purchase journey. • Fueling Fashion Innovation and Product Excellence: Throughout the year, we remained focused on bringing the creativity, quality, and compelling value required to win with consumers. Nowhere was this more evident than at our largest brand, Coach, where we delivered record annual revenue and handbag and accessories growth above the industry, underscoring the strength of our brand and product offering. Our success is also reflected in our Company’s strong gross margin delivery, as we achieved our highest annual gross margin in over 15 years. • Powering Global Growth: Overall, we delivered total revenue growth on a constant currency basis, reflecting the benefits of our globally diversified business model. These topline results were led by international growth with gains across key regions. Further, we generated record adjusted earnings per share, growing significantly above prior year, while making strategic investments in our brands and business. • Stretching What’s Possible – the Fabric of Change: Corporate responsibility is central to Tapestry's purpose and fundamental to driving our strategic and business initiatives. Throughout the year, we made progress across our four-pillar framework – People, Planet, Products, and Communities – with highlights that included the validation of our Science-Based Targets, the achievement of Gold-level TRUE zero waste certification at our Coach (Re)Loved & Repair Workshop, and recognition by USA Today as one of America’s Climate Leaders. From this position of strength, we have a bold vision for the future. We entered our new fiscal year with a bias for action and growth and a steadfast commitment to bringing the innovation and execution required grow iconic brands with modern consumer relevance. In addition to our organic growth opportunities, there is a clear and compelling path to value creation through the proposed acquisition of Capri Holdings Limited, harnessing the power of our platform and leadership to bring meaningful benefits to customers, employees, partners, and shareholders around the world. Importantly, the year ahead will again require agility and adaptability – controlling the factors we can and managing our business responsibly to drive long-term growth. While we are not immune to macroeconomic and other external factors, we can define our own destiny given our distinctive brands, talented global teams, and strong cash flow. These differentiators provide us with strategic and financial flexibility to continue to deliver enhanced value and shareholder returns in Fiscal 2025 and for years to come.

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			We value your investment in our company and thank you for your continued support. We hope that you will join us for our 2024 Annual Meeting of Stockholders at 9:00 a.m., Eastern Time, on November 14, 2024. We will conduct our meeting exclusively online via live webcast at www.virtualshareholdermeeting.com/TPR2024. As always, your participation is important. Please refer to the attached Notice of 2024 Annual Meeting of Stockholders and Proxy Statement for information detailing matters to be considered and voted upon at this year’s meeting.

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NOTICE OF 2024 ANNUAL MEETING

OF STOCKHOLDERS

We will hold the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Tapestry, Inc., a Maryland corporation (the “Company” or “Tapestry”), virtually via live webcast by visiting www.virtualshareholdermeeting.com/TPR2024, on November 14, 2024, at 9:00 a.m., Eastern Time, for the following purposes:

1.	To consider and vote upon the election of 11 directors (the “Directors”);

2.	To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 28, 2025 (“fiscal year 2025”);

3.	To consider the advisory vote to approve the Company’s executive compensation, as discussed and described in the proxy statement for the Annual Meeting; and

4.	To transact any other business that may properly come before the Annual Meeting or any postponement or adjournment thereof.

The foregoing items of business are more fully described in the accompanying proxy statement. The Board of Directors has fixed the close of business on September 18, 2024 as the record date for the Annual Meeting (the “Record Date”), and only holders of record of common stock at such time will be entitled to notice of or to vote at the Annual Meeting or any postponement or adjournment thereof.

BY ORDER OF THE BOARD OF DIRECTORS,

David E. Howard

General Counsel and Secretary

New York, New York

September 27, 2024

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YOUR VOTE IS IMPORTANT

Regardless of whether you plan to join the meeting, please follow the instructions you received to authorize a proxy to vote your shares as soon as possible to ensure that your shares are represented and voted at the meeting. If you attend the meeting you may vote your shares personally even if you have sent in proxies or authorized a proxy to vote online. You will need your unique control number which appears on the Notice of Internet Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompanied the proxy materials in order to vote your shares at the Annual Meeting.

If you hold your shares in street name, based on current New York Stock Exchange (“NYSE”) rules, your broker will NOT be able to vote your shares with respect to the election of Directors (Proposal No. 1) or the advisory vote to approve the Company's executive compensation (Proposal No. 3) if you have not provided directions to your broker. We strongly encourage you to provide directions to your broker to vote your shares and exercise your right to vote as a stockholder.

Help us make a difference by eliminating paper proxy mailings to your home or business: with your consent, we will provide all future proxy voting materials and annual reports to you electronically. Instructions for consenting to electronic delivery can be found on your proxy card. Your consent to receive stockholder materials electronically will remain in effect until canceled.

SPECIAL NOTE ON FORWARD-LOOKING INFORMATION

This document contains certain “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are based on management’s current expectations, that involve risks and uncertainties that could cause actual results to differ materially from current expectations. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “believes,” “may,” “can,” “will,” “should,” “expect,” “confidence,” “trends,” “intend,” “estimate,” “on track,” “are positioned to,” “on course,” “opportunity,” “continue,” “project,” “guidance,” “target,” “forecast,” “anticipate,” “plan,” “potential,” “position,” “see,” “would,” the negative of these terms or comparable terms. These statements include, but are not limited to, those regarding the Company’s 2025 growth strategy, futurespeed and other strategic initiatives and certain agreements and plans that will require us to provide compensation to our executives upon the occurrence of future events, such as the achievement of Company objectives and the termination of an individual’s employment or a change in control of the Company, and those regarding expectations that certain performance goals and/or targets for management and/or the Company will be attained. These future events may not occur as and when expected, if at all, and, together with the Company’s business, are subject to various risks and uncertainties. These risks and uncertainties include that future compensation to our Named Executive Officers, and the events that could trigger such payments, may vary materially from the descriptions described herein due to factors beyond our control, such as the timing during the year of a triggering event, the amount of future non-equity incentive compensation and the value of our stock on the date of a triggering event. The Company assumes no obligation to revise or update any such forward-looking statements for any reason, except as required by law.

The Company’s actual results could differ materially from the results contemplated by these forward-looking statements and are subject to a number of risks, uncertainties, estimates and assumptions that may cause actual results to differ materially from current expectations due to a number of important factors, including but not limited to: (i) the impact of economic conditions, recession and inflationary measures; (ii) our exposure to international risks, including currency fluctuations and changes in economic or political conditions in the markets where we sell or source our products; (iii) the impact of the coronavirus (“Covid-19”) global pandemic; (iv) our ability to retain the value of our brands and to respond to changing fashion and retail trends in a timely manner, including our ability to execute on our e-commerce and digital strategies; (v) our ability to successfully implement the initiatives under our 2025 growth strategy; (vi) the effect of existing and new competition in the marketplace; (vii) satisfaction of the conditions precedent to consummation of the proposed acquisition of Capri Holdings Limited (“Capri”), including the ability to secure regulatory approval in the United States on the terms expected, at all or in a timely manner; (viii) our ability to achieve intended benefits, cost

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savings and synergies from acquisitions, including our proposed acquisition of Capri; (ix) the outcome of the antitrust lawsuit by the Federal Trade Commission against us and Capri related to the consummation of the proposed acquisition; (x) our ability to control costs; (xi) the effect of seasonal and quarterly fluctuations on our sales or operating results; (xii) the risk of cybersecurity threats and privacy or data security breaches; (xiii) our ability to satisfy our outstanding debt obligations or incur additional indebtedness; (xiv) the risks associated with climate change and other corporate responsibility issues; (xv) the impact of tax and other legislation; (xvi) the risks associated with potential changes to international trade agreements and the imposition of additional duties on importing our products; (xvii) our ability to protect against infringement of our trademarks and other proprietary rights; (xviii) the impact of pending and potential future legal proceedings; and (xix) the other risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2024 (“fiscal year 2024”), or those described from time to time in the Company’s future reports filed with the Securities and Exchange Commission (the “SEC”). In this proxy statement references to “we,” “our,” “us,” “Tapestry” and the “Company” refer to Tapestry, Inc., including its consolidated subsidiaries as of June 29, 2024. Unless the context requires otherwise, references to “Coach,” “Kate Spade” and “Stuart Weitzman” throughout this proxy statement refer only to the identified brand. References to fiscal year 2023 refer to the Company’s fiscal year ended July 1, 2023 (“fiscal year 2023”).

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2024 ANNUAL MEETING OF STOCKHOLDERS


DATE & TIME	VIRTUAL MEETING LOCATION	RECORD DATE
Thursday, November 14, 2024 9:00 a.m. Eastern Time	Held virtually via live webcast at www.virtualshareholdermeeting.com/TPR2024	Close of business on September 18, 2024

VOTING ROADMAP


Proposal	The Board Recommends Voting:	Page Reference (for more detail)
Proposal 1: Election of 11 Directors	FOR EACH NOMINEE	22
Proposal 2: Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 28, 2025	FOR	31
Proposal 3: Advisory vote to approve the Company’s executive compensation, as discussed and described in this proxy statement	FOR	36

PARTICIPATING IN THE ANNUAL MEETING & VOTING YOUR SHARES

We invite you to join the Annual Meeting online via live webcast. There will not be a physical meeting. You will be able to participate in the virtual Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TPR2024.

Stockholders at the close of business on the Record Date are entitled to notice and to vote at the Annual Meeting. Each share of common stock is entitled to one vote for each Director nominee and each of the other proposals.

Prior to the Annual Meeting, you may authorize a proxy to vote your shares and submit pre-meeting questions online by visiting proxyvote.com and following the instructions on your proxy card. You do not need to participate in the Annual Meeting to vote if you submitted your proxy in advance of the Annual Meeting.

In order to vote your shares or ask questions at the Annual Meeting:

•	You will need your unique control number which appears on your Notice of Internet Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompanied the proxy materials.

•

If your shares are held in a brokerage, financial institution or another account that bears the name of the holder and not you (shares referred to as held in “street name”) and you do not have a control number, you must contact your broker or other financial institution to obtain a control number or voting instructions.

Please authorize a proxy to vote your shares as soon as possible. If you are a beneficial owner of shares of our common stock, your broker will NOT be able to vote your shares with respect to any of the matters presented at the meeting other than the ratification of the selection of our independent registered public accounting firm, unless you give your broker specific voting instructions.

See “Questions You May Have Regarding this Proxy Statement” in Appendix B of this proxy statement for more information.


Even if you plan to join our Annual Meeting, please authorize a proxy to cast your vote as soon as possible by:

using the Internet at www.proxyvote.com	scanning this QR code to vote with your mobile device	calling toll-free from the United States, U.S. territories and Canada to 1-800-690-6903	mailing your signed proxy or voting instruction form

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Notice of 2024 Annual Meeting of Stockholders

PROXY SUMMARY			1

CORPORATE GOVERNANCE			10
Meetings and Committees of the Board			10
Board Oversight Structure			15
Compensation Committee Interlocks and Insider Participation			18
Code of Conduct and Other Policies			18
Other Corporate Governance Matters			19
Director Compensation			20

PROPOSAL 1: ELECTION OF DIRECTORS			22

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			31

AUDIT COMMITTEE REPORT			32

EXECUTIVE OFFICERS			33

TAPESTRY STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			34

PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION			36

COMPENSATION DISCUSSION AND ANALYSIS			37
Executive Summary			38
What We Pay and Why			42
Fiscal Year 2024 Compensation			46
Other Compensation and Benefit Elements			54
Compensation Decision Making Process			55
Additional Information			57

HUMAN RESOURCES COMMITTEE REPORT			59




COMPENSATION RISK ASSESSMENT			60

EXECUTIVE COMPENSATION			61
Summary Compensation Table			61
Grants of Plan-based Awards			63
Outstanding Equity Awards at Fiscal Year-end 2024			64
2024 Option Exercises and Stock Vested			66
2024 Non-Qualified Deferred Compensation			67
Employment Agreements and Compensatory Arrangements			68
Potential Payments Upon Termination or Change in Control			71
CEO Pay Ratio			74
Pay versus Performance			75

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			80

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			81
Transactions with Related Persons			81
Policies and Procedures for Related Person Transactions			81

OTHER INFORMATION			82
Communicating with the Board			82
Stockholder Proposals for the 2025 Annual Meeting			82
Other Business			82
Tapestry’s Form 10-K and Other Matters			83
Expenses of Solicitation			83
Householding			83

APPENDIX A — RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES			84

APPENDIX B: — QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT			86

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. For more complete information about these topics, please review the Tapestry, Inc. (the “Company” or “Tapestry”) Annual Report on Form 10-K (the “Form 10-K”) for fiscal year 2024 and this entire proxy statement. We are mailing the Notice of 2024 Annual Meeting of Stockholders and instructions on how to access this proxy statement via the Internet (or, for those who request it, a hard copy of this proxy statement and the proxy card) to our stockholders on or about September 27, 2024.

About Tapestry

Tapestry, Inc. is a house of iconic accessories and lifestyle brands. Our global house of brands unites the magic of Coach, kate spade new york and Stuart Weitzman. Each of our brands are unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across channels and geographies. We use our collective strengths to move our customers and empower our communities, to make the fashion industry more sustainable, and to build a company that’s equitable, inclusive and diverse. Individually, our brands are iconic. Together, we can stretch what’s possible.

Our corporate headquarters are in midtown Manhattan at 10 Hudson Yards, New York, New York 10001. Tapestry is a publicly traded company (NYSE: TPR).

Fiscal Year 2024 Business Highlights

Tapestry meaningfully advanced its strategic agenda in fiscal year 2024, delivering strong financial results despite the complex global economic and consumer environment. The Company drove constant currency topline gains, significant gross margin expansion, and double-digit adjusted earnings per diluted share (“EPS”) growth.

Importantly, Tapestry also remained committed to creating value for stockholders, utilizing robust free cash flow generation to return $321 million to our stockholders in fiscal year 2024 through quarterly dividends.

Financial Highlights


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Proxy Summary

Strategic Highlights

BUILD LASTING CUSTOMER RELATIONSHIPS

FUEL FASHION INNOVATION & PRODUCT EXCELLENCE

DELIVER COMPELLING OMNI-CHANNEL EXPERIENCES

POWER GLOBAL

GROWTH

MAINTAIN OPERATIONAL DISCIPLINE

Acquired over 6.5 million new customers in North America alone, of which over half were Gen Z and Millennials

Delivered compelling and distinctive assortments to consumers, with notable momentum at Coach, which drove handbag revenue growth and AUR gains

Drove global brick and mortar sales growth fueled by higher productivity per store, while maintaining a strong digital positioning

Achieved international topline growth of 6% at constant currency which included gains of 14% in Europe, 9% in Other Asia, 5% in Japan, and 3% in Greater China, which offset a 1% decline in North America

Delivered significant gross margin expansion, double-digit adjusted EPS growth, and robust cash flow generation

Looking ahead, Tapestry maintains a bold vision for the future and a steadfast commitment to drive growth and shareholder value for years to come. Tapestry’s outlook for fiscal year 2025 for its organic business incorporates revenue and earnings per share growth, reflecting continued disciplined brand building and operational excellence.

On August 10, 2023, Tapestry, Inc. announced a definitive agreement to acquire Capri Holdings Limited, establishing a powerful global house of iconic luxury and fashion brands.

On April 22, 2024, the Federal Trade Commission (“FTC”) filed a lawsuit in an attempt to block the proposed acquisition and a trial was conducted in September 2024, the results of which are pending. The Company is confident in the merits and pro-competitive, pro-consumer nature of this transaction and is working expeditiously to close the transaction in calendar year 2024.


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Proxy Summary

The Fabric of Change: Purpose-Led, People-Centered Business

Initiatives

Strategy

At Tapestry, we believe that corporate responsibility is a business imperative and we are taking action to ensure the sustainability of our business over time and protect our ability to bring creativity to the marketplace. Tapestry’s corporate responsibility framework, The Fabric of Change, unites teams across our business in a shared ambition: to make every beautiful choice a responsible choice.

The Fabric of Change covers four strategic pillars: Power of Our People, Sustain the Planet, Create Products with Care, and Uplift Our Communities. In addition to longer term strategic objectives outlined below, Tapestry has set and publicly tracks progress against specific goals and targets tied to each of these pillars (the “Goals”).

•	Power of Our People: We aim to foster a culture of purpose and fulfillment at Tapestry by embedding equity, inclusion and diversity (“EI&D”) throughout our organization, and attracting and retaining talent with a compelling and engaging employee experience.

•	Sustain the Planet: We aim to preserve and restore our planet through continuous investments into solutions that improve biodiversity and reduce the impacts of climate change.

•	Create Products with Care: We aim to increase the use of innovative materials and focus on production methods that design out waste and pollution, keep products in use and restore natural systems.

•	Uplift Our Communities: We aim to empower the communities where our employees live and work, and provide the resources and capacity needed to support supply chain partners in the regions where we operate.

Governance and Oversight

Our strategy, including oversight, management and identification of risks, including climate-related risks, is ultimately governed by our Board of Directors (the “Board”) and driven by a Task Force comprised of senior leaders and cross-functional members from major business functions. The Board approves long-term corporate responsibility goals, strategic moves and major actions and receives updates at least annually. The Governance and Nominations Committee of the Board receives quarterly updates on corporate responsibility strategy and progress updates on our Goals and initiatives. The Human Resources Committee also receives regular updates on the “Power of Our People” pillar of The Fabric of Change strategy. In addition, the Audit Committee periodically reviews risk management regarding these matters to confirm our corporate responsibility actions are consistent with the Company’s corporate strategy.

The Company is a signatory to the United Nations (“UN”) Global Compact, and as such, our corporate responsibility strategy is aligned with the UN Sustainable Development Goals. Additional information on The Fabric of Change and progress on our Goals and other commitments, along with our annual Corporate Responsibility Report, Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Financial Disclosures (TCFD) indices are available at www.tapestry.com/responsibility. The content on this website and the content in our Corporate Responsibility Reports are not incorporated by reference into this proxy statement or in any other report or document we file with the SEC. The Company regularly evaluates its programs, Goals and initiatives.


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Proxy Summary

Corporate Responsibility Highlights & Awards


Achieved goal of sourcing over 90% of leather from Gold- and Silver-rated Leather Working Group tanneries 2 years ahead of schedule	Received validation of our near- and long-term GHG emissions reductions targets from the SBTi	Achieved Gold-level TRUE Zero Waste Certification for our Coach (Re)Loved & Repair Workshop


	Joined the Inclusion Works coalition of more than 100 Disability:IN corporate partners


	Hit milestone of 200,000 hours served to date globally toward our 2030 goal of 500,000 hours


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Proxy Summary

Human Capital Management

Unlocking the power of our people is a key strategic pillar for the Company, supported by the Company’s senior leadership, as reflected in the key programs and focus areas described below. The Board and the Human Resources Committee oversee and regularly engage with management on these areas, including quarterly updates to the Human Resources Committee and the full Board on talent development, succession planning and other areas of human capital management. Our people strategy aims to build a talent engine where diverse talent can thrive and to foster an inclusive culture by welcoming people and ideas from everywhere to stretch what’s possible.

Equity, Inclusion and Diversity

Our EI&D strategy is grounded in our purpose and values and is a core element to stretching what’s possible for our workforce, in our workplace and for our customers. To support these actions, we are guided by four interconnected principles:

•	Talent. Attracting, retaining and growing top talent - making us an employer of choice in a rapidly evolving talent marketplace.

•	Culture. Fostering a culture of inclusion, where people and ideas from everywhere are welcomed.

•	Community. Nurturing the vibrancy of the communities in which we live and work to advance equity, opportunity and dignity for all.

•	Marketplace. Embracing our responsibility in the marketplace as a global fashion company. We are committed to affecting positive change for our industry and delivering on our value proposition to stakeholders - consumers, investors and vendor partners.

The Company is committed to fostering an equitable, inclusive and diverse culture. We are a member of CEO Action for Diversity and Inclusion, the largest business coalition committed to advancing diversity and inclusion. Our Chief Inclusion and Social Impact Officer is responsible for shaping and delivering the Company's EI&D strategy and overseeing our social impact efforts through advocacy, philanthropy and volunteerism. See Corporate Responsibility Highlights & Awards for recognition we have received for our focus on fostering an equitable work environment. We monitor our employee representation by gender, race and ethnicity throughout the Company, and disclose this information, including our EEO-1 Consolidated Report for calendar year 2023, on our website at www.tapestry.com/responsibility/our-people. See At a Glance: 2024 Board of Directors Nominees for information on the diversity of our Director nominees.

Total Rewards

Tapestry is dedicated to being a place where our employees love to work, where they feel recognized and rewarded for all that they do. Tapestry’s primary compensation principle is to “pay for performance” and to maintain a competitive total rewards program to attract, motivate and retain the key talent we need. To accomplish this goal, we strive to appropriately align our total compensation with the pay, benefits and rewards offered by other companies that compete with us for talent in the marketplace and to align those pay programs with achieving outstanding business and financial results.

Talent Development

Our talented employees are vitally important to our near and long-term success. Our recruitment strategies focus on attracting the best diverse talent to our organization and then retaining them through career development, mobility and advancement within our open and inclusive culture. We strive to provide a working environment where our highly engaged teams can grow and progress their careers. We also work to foster a dynamic, performance-driven culture, which includes regular feedback and coaching. We listen to our employees through regular pulse surveys that inform on how we can continue to strive for excellence in our work culture.

Well-being and Safety

We are committed to providing a safe working environment and supporting our employees in achieving and sustaining their health and well-being goals. We provide our employees with supplemental resources to achieve work-life integration and wellness, such as access to our Employee Assistance Program, the Tapestry Associate Relief Fund, regular employee programming and a subscription to a smartphone application dedicated to meditation and mindfulness. We also believe in


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Proxy Summary

encouraging and empowering our employees to take part in building a welcoming and inclusive community, through supplemental time-off to perform community service and a matching gift program that matches up to $10,000 per eligible employee in donations to eligible nonprofits in North America from the Tapestry Foundation.

Corporate Governance Highlights


Engaged and Independent Board Focused on Continuous Evaluation and Refreshment	Commitment to Stockholder Rights	Demonstrated Corporate Governance and Compensation Best Practices
Ten of Eleven Director nominees are independent Independent Chair of the Board and Board Committees comprised solely of Independent Directors Demonstrated commitment to Board refreshment and rigorous director selection criteria Annual election of all Directors Annual Board, Committee and Director assessments, as well as annual CEO evaluation Regular executive sessions of Independent Directors	Bylaws contain Proxy Access provision Bylaws may be amended by stockholders representing a majority of outstanding shares entitled to vote Active year-round stakeholder engagement Majority vote standard for uncontested director elections Annual “Say on Pay” advisory vote	Longstanding corporate responsibility commitments, with strong board oversight and measurable short and long-term goals Diverse Board, representing strong company-wide commitment to EI&D Active Board oversight of risk management, including cybersecurity Code of Conduct for ethical business policies and conduct Stock ownership guidelines for Directors and executives and clawback for incentive awards Prohibition on political expenditures


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Proxy Summary

At a Glance: 2024 Board of Directors Nominees

Our 2024 Director nominees bring an effective mix of viewpoints, backgrounds, diversity and experiences to the Board.


Independent Directors	91%
Average Tenure	3.5 Years
Gender	Male	Female
Gender	55%	45%
Average Age	57.5 Years
Race / Ethnicity	White / Caucasian	Black / African American	Asian
Race / Ethnicity	64%	18%	18%
Born or Reside Outside the U.S.	45%
Identified as LGBTQ	9%


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Proxy Summary

The following table provides summary information about each Director nominee. All of the Director nominees are currently members of the Board.

Name

Age

Director

Since

Principal

Occupation

Independent

Audit

Committee

Human

Resources

Committee

Governance and

Nominations

Committee

Other U.S. listed Public

Company Boards

John P. Bilbrey

68

2020

Executive Chairman, Olaplex

•

• Colgate-Palmolive

• Elanco Animal Health

• Olaplex

Darrell Cavens

51

2018

Retired Founder and Chief

Executive Officer of zulily, inc.

•

Joanne Crevoiserat

60

2020

Director and Chief Executive

Officer of Tapestry, Inc.

• General Motors Co.

David Elkins*

56

2024

Executive Vice President and

Chief Financial Officer, Bristol

Myers Squibb

•

Hanneke Faber*

55

2021

Chief Executive Officer,

Logitech

•

• Logitech International S.A.

Anne Gates*

64

2017

Retired President of MGA

Entertainment, Inc.

•

• Kroger

• Raymond James Financial

Thomas Greco*

66

2020

Retired President, Chief

Executive Officer of Advance

Auto Parts

•

• Centene Corporation

Kevin Hourican

51

2024

Chair of the Board and Chief

Executive Officer, Sysco Corporation

•

• Sysco Corporation

Alan Lau*

49

2023

Chief Business Officer of

Animoca Brands

•

Pamela Lifford

61

2020

Retired President, Global

Brands and Experiences,

Warner Bros. Discovery

•

Annabelle Yu Long

51

2016

Founding and Managing

Partner of BAI Capital

• LexinFintech Holdings

• NIO Inc

Number of Meetings in fiscal year 2024

4

5

4

• Committee Chair • Member * Audit Committee Financial Expert


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Proxy Summary

Overview of 2024 Executive Compensation

Set forth below is the fiscal year 2024 compensation for each named executive officer (“NEO” or “Named Executive Officer”) as determined under SEC rules. The hallmarks of our program include a strong pay-for-performance focus and annual and long-term incentives that support our business priorities, our talent objectives and stockholder value creation. See the notes accompanying the Summary Compensation Table on page 61 for more information.


Name & Principal Position	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Joanne Crevoiserat Chief Executive Officer	1,390,385	—	6,323,364	3,999,753	3,654,000	62,711	15,430,213
Scott Roe Chief Financial Officer and Chief Operating Officer	965,385	—	2,371,288	1,499,903	1,590,469	78,033	6,505,078
Todd Kahn Chief Executive Officer and Brand President, Coach	990,385	—	1,896,988	1,199,925	1,875,000	62,467	6,024,765
Liz Fraser⁽¹⁾ Chief Executive Officer and Brand President, Kate Spade	850,000	—	822,036	519,963	797,300	26,900	3,016,199
David Howard General Counsel and Secretary	595,192	—	1,040,456	499,967	548,100	34,188	2,717,903

(1)	Ms. Fraser left the Company on September 2, 2024.

2024 Proxy Voting Roadmap


	THE BOARD RECOMMENDS VOTING:	PAGE REFERENCE (for more detail)
PROPOSAL 1: Election of Eleven Directors	FOR EACH NOMINEE	22
PROPOSAL 2: Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 28, 2025	FOR	31
PROPOSAL 3: Advisory vote to approve the Company’s executive compensation, as discussed and described in this proxy statement	FOR	36


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Meetings and Committees of the Board

The Board held eight (8) meetings during fiscal year 2024. In addition to meetings of the full Board, Directors also attended meetings of Committees of the Board (the “Committees” and each a “Committee”). Each of the incumbent Directors attended at least 75% of the meetings held by the Board and Board Committees on which he or she served during the fiscal year.

The Board has an Audit Committee (the “Audit Committee”), a Human Resources Committee (the “HR Committee”), which performs the functions of a compensation committee and a Governance and Nominations Committee (the “GN Committee”). Each Committee operates pursuant to a charter, which can be found for each Committee on Tapestry's website at www.tapestry.com/investors/ under the Committees section. We will provide to any person without charge, upon request, copies of any of the Committee charters. You may obtain such copies by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary. Each Committee has implemented procedures to

ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under its charter.

All regular quarterly meetings of the Board and Board Committees include an executive session of our non-employee Directors, all of whom are independent (“Independent Directors”) without members of management present. In fiscal year 2024, Anne Gates presided over executive sessions of the Board as Independent Chair of the Board. Our Independent Directors and Board Committees have authority to retain outside advisors as they deem necessary.

Tapestry encourages each member of the Board to attend each Annual Meeting of Stockholders, but has not adopted a formal policy with respect to such attendance.

All of the Company's Directors then-standing for re-election attended the Annual Meeting of Stockholders held in 2023.

Board Membership and Committee Roster


Name of Director	Audit	Human Resources	Governance and Nominations
John P. Bilbrey		•	•
Darrell Cavens		•
Joanne Crevoiserat
David Elkins⁽¹⁾	•
Hanneke Faber	•
Anne Gates	•		•
Thomas Greco	•		•
Kevin Hourican⁽²⁾		•
Alan Lau	•
Pamela Lifford		•
Annabelle Yu Long


•			Committee Chair			•			Member

(1)	Mr. Elkins joined the Board and was appointed to the Audit Committee on February 29, 2024.

(2)	Mr. Hourican joined the Board and was appointed to the Human Resources Committee on February 29, 2024.


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Audit Committee

The Audit Committee is comprised solely of Independent Directors and met four (4) times during fiscal year 2024. The Audit Committee reviews Tapestry's auditing, accounting, financial reporting and internal control functions and has sole responsibility for the selection of independent accountants. The Audit Committee is required to pre-approve all services provided by the independent accountants to assure that these services do not impair the auditor's independence. Services that have not received pre-approval will require specific review and approval by the Audit Committee. In addition, when the scope of services being provided (and the related fees) meaningfully change, Tapestry and the independent accountants will provide an update to the Audit Committee. The Audit Committee reviews Tapestry's accounting principles and financial reporting, as well as the independence of Tapestry's independent accountants. In discharging its duties, the Audit Committee:

•	is directly responsible for the appointment, compensation determination and oversight of Tapestry's independent accountants;

•	is directly responsible for pre-approving the audit and non-audit services rendered by the independent accountants;

•	provides oversight of, and has authority for the selection and evaluation of Tapestry's internal auditors;

•	meets independently with Tapestry's internal auditors, its independent accountants and senior management;

•	reviews the general scope of matters relating to Tapestry's accounting, financial reporting, internal control systems, annual audit and internal audit program as well as matters relating to Tapestry's information system architecture and cybersecurity, and the results of the annual audit; and

•	reviews with Tapestry's Chief Executive Officer and Chief Financial Officer the matters required to be personally certified by such officers in Tapestry’s public filings and the procedures followed to prepare for such certifications.

Tapestry’s Board determined that all members of the Audit Committee during fiscal year 2024 were “independent” as defined in the NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that all were “financially literate” under the rules of the NYSE. The Board has determined that Mr. Greco, the Chair of the Audit Committee, Messrs. Elkins and Lau and Mses. Gates and Faber each qualify as an “Audit Committee financial expert” under federal securities laws.

Human Resources Committee

The HR Committee is comprised solely of Independent Directors and met five (5) times during fiscal year 2024. Pursuant to the HR Committee Charter, the HR Committee:

•

determines, approves and reports to the Board on all elements of compensation for Tapestry’s executive officers and other key executives, including targeted total cash compensation and long-term equity-based incentives and oversees the administration of various employee benefit and retirement plans, except as otherwise delegated by the Board or the Committee;

•	reviews non-employee director compensation and benefits and recommends changes to the Board as necessary;

•	reviews Tapestry’s overall human capital strategy, including EI&D;

•	performs, or assists the Board in performing, the duties of the Board relating to the annual performance evaluations of the Company’s executive officers;

•	monitors performance, talent development and succession planning for key executives; and

•	consults, as needed, with third-party compensation consultants.

In fiscal year 2024, the HR Committee retained the services of Compensation Advisory Partners, LLC (“CAP”); a description of the services provided to the HR Committee by CAP during fiscal year 2024 appears under Compensation Discussion and Analysis—Compensation Decision Making Process—Roles and Responsibilities.

Tapestry's Board determined that all members of the HR Committee during fiscal year 2024 were “independent” under the NYSE heightened independence standards for members of compensation committees and that each member of the HR Committee qualifies as a “non-employee director,” as defined in Rule 16b-3 promulgated under the Exchange Act.


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Governance and Nominations Committee

The GN Committee is comprised solely of Independent Directors and met four (4) times during fiscal year 2024.

The GN Committee performs a leadership role in shaping the corporate governance of the Company, and reports to the Board on matters relating to corporate governance and the identification and nomination of new directors. The GN Committee also performs succession planning for the Chief Executive Officer and conducts annual performance evaluations of the Board and its several Committees, and

each individual Director. The GN Committee also has primary oversight of the Company’s corporate responsibility strategy, Board succession planning and Board refreshment processes. These responsibilities are described in more detail in Board, Committee and Director Evaluations and Board Refreshment and Succession Planning Processes below.

Tapestry's Board determined that all members of the GN Committee during fiscal year 2024 were “independent” as defined in the NYSE listing standards.

Ongoing Director Education

The Board believes that ongoing Director education is essential for both new and long-serving Directors to successfully fulfill their duties. All incoming Directors participate in the Company’s Director onboarding and education program, which involves meetings with members of management to review Company strategy, Tapestry and brand business and operational performance, corporate governance, human capital management and corporate responsibility matters. Throughout the course of their service on the Board, all Directors are polled on which topics and programs they think will support them in their roles and the

Company incorporates this feedback into future programming. Directors are given access to relevant educational materials and information on training programs through an online portal, as well as external memberships to corporate governance organizations. The Company reimburses Directors for all reasonable fees and expenses associated with attending outside training programs. In addition, outside experts are frequently invited to Board and Committee meetings throughout the year to present on specific topics (such as artificial intelligence, corporate governance, innovation, and geopolitical risk in fiscal year 2024).

Board, Committee and Director Evaluations

The Board believes that a regular, robust Board evaluation process is a critical tool in ensuring Board effectiveness and strong corporate governance. The GN Committee has primary oversight of the process, which consists of annual evaluations by each Director of the full Board, the Board Committees, and each individual Director. Additionally, members of the Company’s management team are periodically asked for their feedback and perspective on Board process and effectiveness. These collective evaluations are intended to determine whether the Board and its Committees are functioning effectively, to assess Director performance, and to identify opportunities for overall improvement.

Evaluations are conducted annually through confidential questionnaires, which solicit quantitative and textual feedback. On a periodic basis (most recently for the fiscal year 2021 review cycle), the process also includes one-on-one interviews with Board members and certain members of management conducted by an independent third-party facilitator.

Evaluations consider a number of topics, including:

•	board structure, composition and performance;

•	board and Committee roles, and meeting agendas and materials;

•	access to management, outside advisors and other information and resources necessary for the Board to fulfill its duties;

•	the overall function of the Board and its Committees; and

•	assessment of individual and peer contributions, including solicitation of feedback to ensure each director’s skills are being utilized most effectively.

The Independent Directors also evaluate the performance of Tapestry's Chief Executive Officer annually. The results of the evaluations are discussed with the Chair of the Board, the GN Committee, each Committee Chair, and with the full Board in executive session. The Chair provides anonymous feedback to each Director on an individual basis.

While this formal evaluation process is conducted on an annual basis, Directors are encouraged to continuously share their perspectives, feedback and suggestions throughout the year. Items requiring follow-up and execution from the annual evaluation process and other engagements are monitored throughout the year by the Board, the applicable Committees and management.


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Board Refreshment and Succession Planning Processes

The Board is committed to active and ongoing Board refreshment practices and succession planning, working to continuously align Board composition and leadership with the Company’s strategic needs. Building and maintaining an effective Board is a critical responsibility of our GN Committee, designed to ensure that the Board and each Committee is operating effectively and comprised of highly qualified directors, with the appropriate skills, experience, perspective and independence to provide effective oversight and serve the best interests of our stockholders. The GN Committee conducts a year-round process, which includes

(i) regular review and discussion of the existing Board composition, utilizing a matrix of certain director skills and experience as a discussion tool; (ii) consideration of disclosures by each Director in their Annual Director and Officer Questionnaire, including with respect to external commitments, with semi-annual abridged questionnaires for interim updates; (iii) review of the annual Board, Committee and individual Director evaluations; and (iv) regular GN Committee agenda items devoted specifically to Board refreshment and succession planning, reporting out to the full Board.

Refreshment Practices

In identifying and recommending Director candidates, the GN Committee places emphasis on the Company’s Corporate Governance Principles, as approved by the Board and posted on our website, which set forth qualifications and criteria for director selection, including the following minimum qualifications: the highest personal and professional ethics, integrity and values; commitment to representing the long-term interests of our stockholders; an inquisitive and objective perspective, practical wisdom and mature judgment; freedom from significant conflicts of interest; the willingness and ability to devote the time necessary to perform the duties and responsibilities of a director; and a commitment to serve on the Board for an extended period of time. The GN Committee’s selection process also provides for engagement of third-party search firms, interviews with various members of the GN Committee, the Board and management, and an evaluation of each individual in the context of the Board as a whole, applying criteria that it deems appropriate. The final selection of nominees is made by the Board.

During fiscal year 2024, the Board appointed two new Directors: Kevin Hourican and David Elkins. They bring significant strategic and financial expertise to Tapestry’s Board, highlighted by successful track records of driving global growth and transformation at scale, including deep M&A experience.

The Corporate Governance Principles also provide that unless the Board determines that the carrying out of a Director’s responsibilities to the Company will not be adversely affected by the Director’s other directorships, Directors who serve as the CEO of a public company should not serve on more than two other public company boards, and other Directors should not serve on more than four other public company boards.

The GN Committee will consider all candidates recommended by stockholders in accordance with the same timing and other procedures established in Tapestry’s Bylaws for stockholder nominations. See Other Information—Stockholder Proposals for the 2025 Annual Meeting for more information. The GN Committee evaluates all candidates in the same manner, regardless of the source of such recommendation, and, subject to provisions in our Bylaws concerning proper notice by stockholders of proposed nominees, will consider all candidates recommended by stockholders. Such recommendations should include the name and address and other pertinent information about the candidate as is required by Tapestry’s Bylaws. Recommendations should be submitted in writing to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary. The policy and procedures for considering candidates recommended by stockholders were formally adopted by our Board in May 2004.

Board Succession Planning

Led by the GN Committee, our Board reviews the composition, skills and dynamics of the full Board and each Committee no less than annually to ensure appropriate Board succession plans are in place.

Based on these reviews, the GN Committee determines optimal utilization of each Director’s skills and experience and confirms or modifies succession plans for the Board Chair and Committee Chairs and members. The full Board appoints the Board and Committee Chairs and Committee members annually, following the Company’s Annual Meeting.


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Board Diversity

While the Company does not have a formal policy regarding the diversity of the Board, we believe the Board is diverse based on gender, ethnicity, national origin, and age, as reflected in the charts below. The GN Committee considers the Board’s overall composition when considering Director candidates, including whether the Board has an appropriate combination of professional experience, skills, knowledge and variety of viewpoints and backgrounds in light of the Company’s current and expected future needs.

In addition, the GN Committee also believes that it is desirable for new candidates to contribute to the variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.


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Board Oversight Structure

The Board is elected annually by our stockholders to provide ultimate oversight of the management of Tapestry's business strategy and risks and to ensure that the long-term interests of the stockholders are being served.

Separation of Chair and Chief Executive Officer; Strong Independent Board

Under Tapestry’s Bylaws and Corporate Governance Principles, the positions of Chair of the Board and Chief Executive Officer may be held by one person or separately. Our policy as to whether the role of the Chair and the Chief Executive Officer should be separate is to adopt the practice that best serves the stockholders’ interests and the Company’s needs at any particular time. The positions of Chair of the Board and Chief Executive Officer have been held separately since July 2020, with Ms. Gates currently serving as Chair of the Board and Ms. Crevoiserat serving as Chief Executive Officer.

The Board believes that the current governance structure — Ms. Gates as the independent Chair of the Board and Ms. Crevoiserat as the Company's Chief Executive Officer — allows Ms. Crevoiserat to focus her time and energy on managing the Company and Ms. Gates to lead the Board in its fundamental role of providing guidance, advice and counsel regarding the business, operations and strategy of the Company, as well as oversight of the Company's risk management policies and processes. We believe this structure will allow the Company to continue to execute its strategy and business plans to maximize stockholder value.

The Company has also adopted various policies to provide for a strong and independent Board. The Board and the GN Committee have assembled a Board comprised of capable and experienced Directors who are currently or have been leaders of major companies or institutions, are independent thinkers, and have a wide range of expertise and skills. The Board annually examines the relationships between the Company and each of its Directors. After this examination, the Board has determined that each of the Directors who are nominated for election at the Annual Meeting (other than Ms. Crevoiserat) have no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and is independent as defined in the NYSE listing standards. In addition, all standing Committees of the Board are made up entirely of Independent Directors. The Board and these Committees are empowered to retain their own counsel or advisors as they deem necessary.

Board’s Role in the Oversight of Strategy

Our Board has active oversight responsibility for our corporate strategy and planning, including through: formal dedicated meetings to review our long-range strategic plans, including risks and opportunities facing our business; quarterly engagement at Board and Committee meetings, and during executive sessions; store visits and travel to key global markets; and regular discussions with our Chief Executive Officer and members of management throughout the year. With this strong Board oversight, our management team is responsible for executing our strategy and providing the Board with regular updates on key strategic initiatives, market and macro-environmental trends and other developments with respect to our strategic initiatives.

During fiscal year 2024, the Board was highly engaged in oversight of the Company’s business and operational priorities, including development and implementation of long range plans for each of the Company’s brands, approval and oversight of the Company’s proposed acquisition of Capri, continued progress on corporate responsibility and human capital management activities, and oversight of the Company’s innovation priorities, including artificial intelligence.

Board’s Role in the Oversight of Risk

The Board provides critical oversight of the risks facing the Company and the risk management programs the Company has put into place. The Board views effective risk management as a key priority and approaches this work as an integrated part of our strategic planning process. In compliance with its duties under Tapestry’s charter, Bylaws and Corporate Governance Principles and, pursuant to Maryland law, the Board and its Committees consider whether the Company’s risk management programs adequately:

•	identify and assess material and emerging risks facing the Company in a timely fashion;

•	allocate ownership for risk management amongst members of management, with appropriate visibility to the Board and its Committees;

•	implement appropriate responsive risk management strategies;

•	facilitate open communication between management and the Board;


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•	transmit necessary information with respect to material risks within the Company; and

•	foster an appropriate culture of ethics, integrity, and risk management.

The Company believes that the Board’s structure provides appropriate risk oversight of the Company’s activities.


	Board Risk Oversight
	The Board reviews the Company's enterprise risk management (“ERM”) program to ensure risk management is consistent with the Company’s corporate strategy and effective in fostering a culture of risk-aware and risk-based decision making throughout the organization. The Board's review of the ERM program and other risk management processes includes strategic, operational, financial, reputational and external risks. The Board works with senior management and Tapestry's independent internal auditors, to ensure that enterprise-wide risk management is incorporated into corporate strategy and business operations.
	As set forth below, the Board delegates to its Committees primary responsibility to evaluate elements of the Company’s risk management program based on the Committee’s expertise and applicable regulatory requirements. Each Committee, through its chairperson, reports out to the full Board at its quarterly meeting on the Committee’s activities, including agenda items relating to risk; the full Board engages in discussion on these delegated activities at that time.


Audit Committee Risk Oversight	HR Committee Risk Oversight	GN Committee Risk Oversight
Responsible for oversight of risks relating to the Company's: Accounting and financial reporting System of internal controls Annual financial audit, including meeting privately on a regular basis with the Company’s external auditors Internal audit program, including oversight and quarterly reports on the ERM program Business Continuity Program governance Litigation and ethics and compliance Information system architecture, privacy and cybersecurity	Responsible for oversight of risks relating to the Company's: Human capital management programs and strategies, including talent development, EI&D, management succession planning (other than CEO), and updates on corporate responsibility program goals under the “Power of Our People” program pillar Annual performance evaluations of the Company's executive officers and other key executives Compensation programs and policies, including conducting a risk assessment of the Company’s compensation programs annually to determine whether any aspects encourage excessive or inappropriate risk taking	Responsible for oversight of risks relating to the Company's: Corporate Governance policies and practices, including related party policies and disclosures Board refreshment and succession planning, including for Board Committee chair and membership positions CEO succession planning, as presented and approved by the full Board Quarterly updates on corporate responsibility program risks (with updates on corporate responsibility programs to the Board at least annually)


	Role of Management
	Management has day-to-day responsibility for the identification and assessment of the various risks facing the Company, and the implementation of effective risk management programs and policies.


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	ERM Program
	The ERM program provides a framework whereby management conducts comprehensive annual enterprise risk assessments to identify and prioritize the most critical risks facing the Company, as well as emerging risks, and the development and reporting of risk mitigation strategies. Those critical and emerging enterprise level risks are reported and discussed quarterly with internal management committees focused on these enterprise risks, including a Legal, Risk, Compliance & Safety Committee and an Information Governance, Privacy & Security Committee. Additionally, management regularly reports to the full Board and/or its Committees, as applicable on risk assessment and mitigation strategies, to enable the Board to successfully oversee the Company’s risk management activities.

Corporate Responsibility Risk Management

Corporate responsibility and climate-related risk management is a key priority for management and the Board and is approached as an integrated part of ERM and our strategic planning process. Management and the Board evaluate sustainability and climate-related risks and opportunities that have the potential to impact Tapestry’s operations, products and services, supply chain, adaptation and mitigation activities and investment in innovation.

Our GN Committee receives quarterly updates on matters of corporate responsibility strategy, compliance and risk, with updates to the full Board at least annually and Audit and HR Committees as appropriate.

Our ESG Steering Committee, comprised of Tapestry Executive Committee members, meets quarterly and is responsible for strategy recommendations and supporting execution and final decision-making of corporate responsibility-related opportunities.

Our ESG Task Force, comprised of senior leaders and cross-functional members from major business functions at Tapestry, meets quarterly to set and drive company-wide corporate responsibility strategy.

Our Global ESG Team, led by our Vice President, ESG & Sustainability, has direct day-to-day responsibility for managing our program, including leadership of the ESG Task Force.

Our Corporate Responsibility Program is supported by additional working groups including several Employee Business Resource Groups (EBRGs) and our Tapestry and brand foundations.


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Cybersecurity Risk Management

The Company has a comprehensive cybersecurity risk assessment program that systematically identifies, analyzes and evaluates potential threats and vulnerabilities that may impact the confidentiality, integrity, and availability of the Company's information systems and data. This program includes governance structure, risk identification, risk analysis, risk management, and risk communication and reporting.

Our Audit Committee receives quarterly updates from the Company’s Chief Information Officer (CIO) and Chief Information Security Officer (CISO) on information security, privacy risk and compliance, with updates to the full Board at least annually.

Information Governance, Privacy & Security Committee, which was formed in fiscal year 2023 and includes the CISO and key members of management, meets quarterly and is responsible for management oversight of risk in these areas.

Our CISO manages our day-to-day cybersecurity compliance program, including training, prevention, mitigation, detection and remediation of cybersecurity incidents.

Cybersecurity controls also include periodic internal and third party assessments to test our cybersecurity controls, perform cyber simulations and annual tabletop exercises, and continually evaluate our privacy notices, policies and procedures surrounding our handling and control of personal data and the systems we have in place to help protect us from cybersecurity or personal data breaches.

The Company also surveyed its Directors on their skills and experience relating to cybersecurity to ensure effective oversight of the Company’s programs, as reflected in Director Qualifications, Skills and Experience on page 22.

Compensation Committee Interlocks and Insider Participation

The HR Committee is currently comprised of the following Independent Directors: John P. Bilbrey, Chair, Darrell Cavens, Kevin Hourican and Pamela Lifford. No Director who served as a member of the HR Committee during any portion of fiscal year 2024 was an employee of the Company during their service on the HR Committee or a former officer of the Company. None of Tapestry's executive officers serve on the

compensation committee (or other committee serving an equivalent function) or the board of directors of any other company of which any member of the HR Committee or the Board is an executive officer. The HR Committee makes all compensation decisions regarding the Company’s executive officers.

Code of Conduct and Other Policies

Tapestry has adopted a Code of Conduct (the “Code”). The purpose of the Code is to convey the basic principles of business conduct expected of all Tapestry employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Controller and other senior financial personnel performing similar functions. We require officers and corporate employees (and selected retail employees) to attend training on the Code and other matters of business ethics. We require all employees to

review and certify the Code annually. In support of the Code, we have provided our employees with numerous avenues for the reporting of ethics violations or other similar concerns, including a toll-free telephone hotline and a reporting website, both allowing for anonymity. The Code meets the definition of “code of ethics” under the rules and regulations of the SEC and the NYSE and is posted on our website at www.tapestry.com/investors/ under the Global Business


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Integrity Program section. In addition, we intend to post on our website all legally required disclosures regarding amendments to, or waivers of, our Code.

We will provide to any person without charge, upon request, a copy of the Code. You may obtain a copy of the Code by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.

Tapestry has also adopted a Political Activities and Contributions Policy. Tapestry does not make political contributions and prohibits all employees from using any

Company funds or assets for direct or in-kind political contributions, including contributions to any ballot initiative, referendum or other question, Political Action Committee (PAC), political party or candidate, whether federal, state or local, in the United States or abroad, subject to certain pre-approved specific foreign country exclusions. Employees are permitted to make personal contributions that do not involve any funds or resources of the Company, including Company time, facilities, office supplies, letterhead, phones and other Company devices.

Other Corporate Governance Matters

Stockholder Engagement

We communicate with our stockholders throughout the year and are committed to fostering effective and transparent communication. We engage regularly through quarterly earnings calls, our investor relations website, and group as well as one-on-one meetings and calls to ensure we have a strong understanding of their perspectives, including potential concerns with respect to our Company and business.

In advance of our Annual Meeting of Stockholders each year, we reach out to many of our investors to discuss topics of corporate governance, executive compensation and any other items of interest or concern. Our engagements typically involve representatives from Investor Relations, Legal, Human Resources, ESG and other business areas, including our senior management team and Board of Directors when appropriate.

In advance of our prior year Annual Meeting of Stockholders, we reached out to approximately 40 stockholders, representing approximately 70% of shares outstanding. Although our

investors did not have concerns requiring engagement in advance of the meeting, we engaged with our stockholders on a number of issues throughout fiscal year 2024.

Key topics of discussion during our fiscal year 2024 engagements included:

•	our business strategies and financial performance;

•	the Company’s proposed acquisition of Capri;

•	topics related to corporate responsibility, including sustainability and climate change, as well as The Fabric of Change initiatives and corporate responsibility goals;

•	our strategies around EI&D, and other matters of human capital management, including the inclusion of EI&D metrics in our Annual Incentive Plan (“AIP”); and

•	topics around general Board oversight and corporate governance.

Corporate Governance Principles

Tapestry’s Corporate Governance Principles provide the framework for the governance of Tapestry. These guidelines reflect the governance rules for NYSE-listed companies and those contained in the Sarbanes-Oxley Act of 2002. The Board reviews these principles and other aspects of governance periodically. The guidelines, together with other corporate governance documents of Tapestry, are posted on our website

at www.tapestry.com/investors/ under the Governance Documents section. We will provide to any person without charge, upon request, a copy of the Corporate Governance Principles. You may obtain a copy by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.

Sarbanes-Oxley Certifications

Tapestry has filed with the SEC, as exhibits to its most recently filed Form 10-K, the certifications required by the Sarbanes-

Oxley Act of 2002 regarding the quality of the Company’s public disclosure.


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Director Compensation

Directors who are Tapestry employees receive no additional compensation for their services as Directors. Compensation for Independent Directors is recommended by the HR Committee and approved by the Board. Compensation for Independent Directors consists of an annual cash retainer for Board service and additional cash retainers for service as the Independent Chair of the Board or Lead Outside Director, as applicable, and as the chairperson of Board Committees. Annual grants of stock options and restricted stock units (“RSUs”) are made to each elected Independent Director on the date of Tapestry's Annual Meeting. Upon joining the Board, a new Independent Director receives a grant of stock options and RSUs with approximately the same value as this annual

grant. The Second Amended and Restated Tapestry, Inc. 2018 Stock Incentive Plan (the “2018 Stock Incentive Plan”) includes an overall limit on annual Independent Director compensation of $800,000 per director.

Due to complex regulatory requirements related to equity compensation in China, in lieu of an annual equity award of stock options and RSUs, Ms. Long receives a cash payment equal to $170,000, representing the targeted fair market value of equity awards granted to the other Independent Directors, paid one year after the date of each Annual Meeting of Stockholders at which she is elected, or re-elected, to the Board.

Tapestry's Outside Director retainers in effect during fiscal year 2024 were as follows:


	Compensation Element			Annual Amount* ($)
	Basic annual retainer			100,000
	Annual equity grant value⁽¹⁾			170,000
	Audit Committee Chair annual retainer			35,000
	HR Committee Chair annual retainer			30,000
	GN Committee Chair annual retainer			25,000
	Independent Chair of the Board retainer			200,000
	Lead Outside Director (not applicable in fiscal year 2024)			30,000
	Cash payment in lieu of annual equity grant for Annabelle Long			170,000

* Amounts shown reflect the full target value of the retainers for fiscal year 2024.

(1) The annual equity grant to our Independent Directors is fixed at a fair market value of approximately $170,000, with 50% of the target value of the award made in the form of stock options and 50% made in the form of RSUs. These awards vest in full one year from the date of grant, subject to the Director’s continued service until that time.

From time to time, most recently in August 2024, the HR Committee's consultant, CAP, evaluates the Independent Director compensation program and, as appropriate, the HR Committee may recommend changes to the Independent Director compensation program. The 2024 study compared Tapestry's Independent Director compensation program to:

•	the same peer group used for executive compensation benchmarking, described in the Compensation Discussion & Analysis section; and

•	as a secondary reference point, general industry survey data (companies across industries with revenues between $2.5 billion and $10 billion), from the 2023-24 Director Compensation Report from the National Association of Corporate Directors.

The study found that current Independent Director total compensation was positioned below median of Tapestry’s peer group. The study also confirmed that Tapestry’s use of stock options was unusual relative to the peer group and the broader market. The HR Committee recommended an increase to the target annual equity grant value to $200,000, to bring total Independent Director compensation to approximately the median of the peer group. The HR Committee also recommended to eliminate stock options and grant 100% of board equity compensation in RSUs. The Board approved these changes, which will be effective in November 2024 and will be reflected in next year’s annual proxy statement.


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CORPORATE GOVERNANCE

Director Stock Ownership Policy

Tapestry has a stock ownership policy for Independent Directors. Under the policy, each Independent Director is expected to accumulate Tapestry shares valued at five times the basic annual retainer ($100,000 during fiscal year 2024). The Board expects the minimum level of ownership to be achieved within five years of the date an Independent Director is appointed to the Board. Until the requirement is met, each Director is required to retain 50% of the net after-tax shares obtained from RSUs that vest and stock options that are exercised. Ownership for this calculation includes shares owned outright and shares equivalent to the after-tax value of unvested RSUs and the after-tax value of vested, unexercised, in-the-money stock options.

The Board has waived the Director Stock Ownership Policy for Ms. Long due to the complex regulatory framework for equity compensation in China.

As of the last measurement date (December 31, 2023):

•	All Independent Directors were in compliance with the stock ownership policy;

•	Messrs. Bilbrey and Cavens and Ms. Gates had achieved five times the basic annual retainer level of ownership; and

•	Messrs. Greco and Lau and Mses. Faber and Lifford were making appropriate progress toward achieving the desired level of ownership (all have been Independent Directors for less than five years).

•	Messrs. Elkins and Hourican were not yet members of the Board as of the measurement date.

2024 Director Compensation

Compensation paid in fiscal year 2024 for each Independent Director is detailed below:


Name	Fees Earned or Paid in Cash ($)	Stock Awards⁽¹⁾ ($)	Option Awards⁽¹⁾ ($)	All Other Compensation⁽²⁾	Total ($)
John P. Bilbrey	112,391	84,996	84,992	—	282,380
Darrell Cavens	100,000	84,996	84,992	10,000	279,988
David Denton⁽³⁾	76,658	—	—	—	76,658
David Elkins⁽³⁾	8,791	84,984	85,008	—	178,783
Hanneke Faber	100,000	84,996	84,992	—	269,988
Anne Gates	325,000	84,996	84,992	12,000	506,988
Thomas Greco	135,000	84,996	84,992	—	304,988
Kevin Hourican⁽³⁾	8,791	84,984	85,008	—	178,783
Alan Lau	97,431	84,996	84,992	—	267,419
Pamela Lifford	100,000	84,996	84,992	—	269,988
Annabelle Yu Long⁽⁴⁾	270,000	—	—	—	270,000

(1) Reflects the aggregate grant date fair value of all RSU awards and stock options, calculated according to FASB ASC Topic 718. The assumptions used in calculating the grant-date fair value of these awards are described in footnote 4 to the Summary Compensation Table. As of June 29, 2024, the last day of fiscal year 2024, each Independent Director held 3,189 unvested RSUs, except Messrs. Elkins and Hourican who held 1,816 unvested RSUs due to their joining grant upon appointment and Ms. Long, who does not hold RSUs. The outstanding stock options held by each Independent Director were: Mr. Bilbrey 42,905; Mr. Cavens 58,282; Mr. Denton 84,085; Mr. Elkins 5,280; Ms. Faber 28,346; Ms. Gates, 59,624; Mr. Greco, 28,764; Mr. Hourican 5,280; Mr. Lau 16,313 and Ms. Lifford, 28,764.

(2) Amounts shown in “All Other Compensation” are matching charitable contributions under the Company’s Matching Gift Program.

(3) Mr. Denton did not stand for re-election to the Tapestry Board of Directors in November 2023; Messrs. Elkins and Hourican were appointed to the Tapestry Board of Directors in February 2024.

(4) In addition to the basic annual retainer, Ms. Long received a cash payment in lieu of stock options and RSUs considering regulatory requirements related to equity compensation in China.


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PROPOSAL 1: ELECTION OF

DIRECTORS

All of Tapestry's Directors are elected each year at the Annual Meeting by the stockholders. We do not have staggered elections of our Board members. Eleven Directors will be elected at this year’s Annual Meeting. Each Director’s term lasts until the 2025 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualifies. All of the nominees are currently members of Tapestry's Board. Directors will be elected by a majority of the total votes cast “FOR” and “AGAINST” each nominee. The Board recommends that you vote FOR each of the Director nominees below.

If a nominee is unable to serve or for good cause will not serve as a Director, the proxy holders may vote for another

nominee proposed by the Board, or the Board may reduce the number of Directors to be elected at the Annual Meeting. The following information is furnished with respect to each nominee for election as a Director. The ages of the nominees are as of September 27, 2024.


	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR’’ EACH OF THE BELOW NOMINEES FOR DIRECTOR.

Director Nominees


Name	Age	Position with Tapestry
Anne Gates	64	Independent Chair of the Board of Directors
John P. Bilbrey	68	Director
Darrell Cavens	51	Director
Joanne Crevoiserat	60	Director and Chief Executive Officer
David Elkins	56	Director
Johanna (Hanneke) Faber	55	Director
Thomas Greco	66	Director
Kevin Hourican	51	Director
Alan Lau	49	Director
Pamela Lifford	61	Director
Annabelle Yu Long	51	Director

Director Qualifications, Skills and Experience

The Company does not set specific criteria for Directors, except to the extent required to meet applicable legal, regulatory and stock exchange requirements, including the independence requirements of the SEC and the NYSE. Nominees for Director will be selected on the basis of outstanding achievement in their personal careers, board experience, wisdom, integrity, ability to make independent, analytical inquiries, understanding of the business environment and willingness to devote adequate time to Board duties.

While the selection of qualified Directors is a complex and subjective process that requires consideration of many intangible factors, the GN Committee of the Board believes that each Director should have a basic understanding of (a) the principal operational and financial objectives, plans and strategies of the Company, (b) the results of operations and financial condition of the Company and its business, and (c) the relative standing of the Company and its business in relation to its competitors. The Board believes that each of its current Directors meet all of these qualifications, as well as the individual qualifications presented in each of their biographies.


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PROPOSAL 1: ELECTION OF DIRECTORS

As reflected in the following chart, we believe our Director nominees offer a diverse range of key skills and experience to provide effective oversight of the Company and create long-

term sustainable growth through successful execution of the Company's strategic initiatives

Experience

John P.

Bilbrey

Darrell

Cavens

Joanne

Crevoiserat

David

Elkins

Hanneke

Faber

Anne

Gates

Thomas

Greco

Kevin

Hourican

Alan

Lau

Pamela

Lifford

Annabelle

Yu Long

Total

Operating Experience

Prior Public Company Experience

(directorships or executive officer)

•

9

Executive Leadership

Current Public Company CEO

•

Former Public Company CEO

•

11

Other Senior Executive

•

Financial / Accounting Experience

Financial Background

(CFO, Treasurer, Accounting)

•

Oversight Financial Functions

•

Other Significant Experience

•

11

Investment Experience

•

Industry Experience

Artificial Intelligence (A.I.)

❖

⯀

❖

◯

❖

⯀

◯

8

Cyber / Information Security

❖

⯀

❖

◯

❖

⯀

9

Entrepreneurial / Innovation

⯀

❖

⯀

❖

⯀

❖

9

Global / International

⯀

❖

⯀

❖

⯀

❖

11

Human Capital Management

❖

⯀

❖

10

Industry (Retail / Consumer Products)

⯀

❖

⯀

❖

⯀

❖

11

Marketing & Branding

❖

⯀

❖

⯀

❖

⯀

10

Mergers & Acquisitions

❖

⯀

❖

⯀

❖

⯀

❖

9

Supply Chain / Manufacturing

❖

⯀

❖

8

Technology / Digital / E-commerce

❖

⯀

❖

⯀

❖

11

Corporate Responsibility

Environmental

❖

⯀

❖

◯

❖

7

Social

❖

⯀

❖

⯀

❖

8

Governance

❖

⯀

❖

⯀

❖

11


⯀	Direct Experience	❖	Managing / Overseeing	◯	Continuing Education


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PROPOSAL 1: ELECTION OF DIRECTORS


JOHN P. BILBREY (J.P.)
Age: 68 • Director since 2020 • Independent Committees: Human Resources, Governance and Nominations
Business Experience:
» Executive Chairman of Olaplex Holdings, Inc. (July 2023 – Current) » The Hershey Company (2003 – 2017) » President and Chief Executive Officer (2011 – 2017); Executive Vice President and Chief Operating Officer (2010 – 2011); Senior Vice President, President Hersey North America (2007 – 2010); Senior Vice President, President Hershey International (2003 – 2007)
U.S. Public Board Memberships:
Current Colgate-Palmolive Elanco Animal Health Olaplex Previous (past five years) Campbell Soup Company

Mr. Bilbrey is qualified to serve as a Director based on his experience as the chief executive officer of a large, publicly-traded company as well as his strong operational and financial background in consumer facing industries.

Mr. Bilbrey holds a Bachelor of Science in Psychology from Kansas State University.


DARRELL CAVENS
Age: 51 • Director since 2018 • Independent Committees: Human Resources
Business Experience:
» President of New Ventures, Qurate Retail Group (2017 – 2018) » President and Chief Executive Officer, Zulily, Inc., (2009 – 2017) » Director, SQL Server / BizTalk Server Microsoft (2008 – 2009) » Chief Technology Officer and Senior Vice President, Marketing, Blue Nile (1999 – 2008)
U.S. Public Board Memberships:			Other Experience and Community Involvement:
Previous (past five years) Big Sky Growth Partners			Rad Power Bikes Vouched Brooks Running

Mr. Cavens is qualified to serve as a Director based on his experience as the chief executive officer and co-founder of a large, publicly-traded company, his strong background in online retailing, technology and data analytics and his understanding of the retail industry.

Mr. Cavens attended the University of Victoria.


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PROPOSAL 1: ELECTION OF DIRECTORS


JOANNE CREVOISERAT
Age: 60 • Director since 2020 • Chief Executive Officer and Director
Business Experience:
» Tapestry, Inc. (2019 – Current) » Chief Executive Officer (2020 – Current); Chief Financial Officer (2019 – 2020) » Abercrombie & Fitch Co. (2014 – 2019) » Executive Vice President and Chief Operating Officer (2017 – 2019); Chief Financial Officer (2014 – 2017) » Prior to 2014, Senior level finance positions at Kohl’s, Wal-mart Stores and May Department Stores, including Chief Financial Officer, Filene’s, Foley’s and Famous-Barr.
U.S. Public Board Memberships:			Other Experience and Community Involvement:
Current General Motors Previous (past five years) At Home Group			Partnership for New York The Fashion Pact

Ms. Crevoiserat is uniquely qualified to serve as a Director based on her experience in the management of the Company and oversight of strategic planning and operations, as well as her significant financial expertise and experience in the retail industry.

Ms. Crevoiserat holds a Bachelor of Science in Finance from the University of Connecticut.


DAVID ELKINS
Age: 56 • Director since 2024 • Independent Committees: Audit
Business Experience:
» Executive Vice President and Chief Financial Officer, Bristol Myers Squibb (2019 – Current) » Executive Vice President and Chief Financial Officer, Celgene Corporation (2018 – 2019) » Chief Financial Officer, Johnson & Johnson’s (J&J) Consumer Products (2014 – 2017) » Chief Financial Officer, Round Rock Research LLC (2012 – 2014) » Executive Vice President and Chief Financial Officer, Becton Dickinson & Company (2008 – 2012) » Vice President and Chief Financial Officer, North America & Global Marketing, AstraZeneca (2001 – 2008)

Mr. Elkins is qualified to serve as a Director based on his experience as an executive officer of a large, publicly-traded consumer-facing company, his extensive financial background and M&A experience.

Mr. Elkins holds a Bachelor’s degree in Economics from the University of Delaware, an M.S. degree from the University of Pennsylvania, and an M.B.A. from Drexel University.


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PROPOSAL 1: ELECTION OF DIRECTORS


HANNEKE FABER
Age: 55 • Director since 2021 • Independent Committees: Audit
Business Experience:
» Chief Executive Officer, Logitech International S.A. (2023 – Current) » Unilever PLC (2018 – 2023) » President Global Nutrition (2022 – 2023); President Global Foods & Refreshment (2019 – 2022); President Europe (2018 – 2019) » Royal Ahold Delhaize (2013 – 2017) » Chief Innovation & eCommerce Officer (2016 –2017); Chief Commercial Officer (2013 – 2016) » Prior to 2013, Vice President and Global Leader, The Procter and Gamble Company
U.S. Public Board Memberships:
Current Logitech Previous (past five years) Bayer AG

Ms. Faber is qualified to serve as a Director based on her experience as a senior executive of large global publicly-traded companies and her nearly 30 years of experience in technology, consumer goods and retail.

Ms. Faber holds a Bachelor of Journalism and Master of Business Administration from the University of Houston.


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PROPOSAL 1: ELECTION OF DIRECTORS


ANNE GATES
Age: 64 • Director since 2017 • Independent Chair Committees: Audit, Governance and Nominations
Business Experience:
» President, MGA Entertainment (2014 – 2017) » The Walt Disney Company (1991 – 2012) » Executive Vice President and Chief Financial Officer for Disney Consumer Products; Managing Director for Disney Consumer Products Europe and Emerging Markets; Senior Vice President of Operations, Planning, and Analysis
U.S. Public Board Memberships:			Other Experience and Community Involvement:
Current The Kroger Company Raymond James Financial, Inc.			Packard Foundation Save the Children Salzburg Global Seminar Public Media Group of Southern California

Ms. Gates is qualified to serve as a Director and Board Chair based on her business acumen, financial literacy and her broad background in finance, marketing, strategy and business development, including growing international business, and her understanding of the retail and consumer products industries.

Ms. Gates holds a Bachelor of Arts in Mathematics from the University of California, Berkeley, and an M.Sc. in Operations Research from Columbia University.


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PROPOSAL 1: ELECTION OF DIRECTORS


THOMAS GRECO
Age: 66 • Director since 2020 • Independent Committees: Audit, Governance and Nominations
Business Experience:
» Advance Auto Parts (2016 – 2024) » Strategic Advisor at Advance Auto Parts (2023 – 2024); Chief Executive Officer (2016 – 2023) » Chief Executive Officer of Frito-Lay North America unit of PepsiCo (2011 – 2016) » Various leadership positions at The Procter & Gamble Company (1986 – 2011)
U.S. Public Board Memberships:			Other Experience and Community Involvement:
Current Centene Corporation Previous (past five years) Advance Auto Parts			Sabra Dipping Company

Mr. Greco is qualified to serve as a Director based on his extensive leadership experience, including his role as CEO of a large public company, and his background in strategy, supply chain and logistics.

Mr. Greco holds a Bachelor of Commerce degree form Laurentian University in Sudbury, Ontario and a Master of Business Administration from the Richard Ivey School of Business in London, Ontario.


KEVIN HOURICAN
Age: 51 • Director since 2024 • Independent Committees: Human Resources
Business Experience:
» Chair of the Board and Chief Executive Officer, Sysco (February 2020 – Current) » Executive Vice President, CVS Health and President, CVS Pharmacy (2012 – 2020) » Senior Vice President and Regional Director of Stores, Macy’s (2006 – 2012)
U.S. Public Board Memberships:
Current Sysco Corporation

Mr. Hourican is qualified to serve as a Director based on his experience as the chief executive officer of a large, publicly-traded company as well as his strong operational and supply chain experience.

Mr. Hourican holds an undergraduate degree in Economics and a master’s degree in Supply Chain Management from The Pennsylvania State University.


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PROPOSAL 1: ELECTION OF DIRECTORS


ALAN LAU
Age: 49 • Director since 2023 • Independent Committees: Audit
Business Experience:
» Chief Business Officer for Animoca Brands (2022 – Current) » Chairman and CEO of Tencent WeSure (2016 – 2022) » Various roles, most recent, Senior Partner; Asia head for McKinsey Digital (1997 – 2016)
Other Experience and Community Involvement:
Vice-chair of M+ in Hong Kong Co-chair of the Asia committees at both the Tate and the Guggenheim

Mr. Lau is qualified to serve as a Director based on his broad experience in engaging consumers across digital channels and leveraging technology and data analytics, as well as his deep knowledge of the important China market.

Mr. Lau holds a master’s degree in Engineering from Oxford University.


PAMELA LIFFORD
Age: 61 • Director since 2020 • Independent Committees: Human Resources
Business Experience:
» President, Global Brands, Franchises, and Experiences, Warner Bros. Discovery (2016 – 2023) » Executive Vice President, Global Licensing, Quicksilver (2013 – 2015) » Executive Vice President, General Manager Global Fashion/Home/Infant - Disney Consumer Products, The Walt Disney Company (2000 – 2012)

Ms. Lifford is qualified to serve as a Director based on her unique and proven abilities to create global lifestyle brands through successful collaborations andher extensive experience in retail and licensing.


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PROPOSAL 1: ELECTION OF DIRECTORS


ANNABELLE YU LONG
Age: 51 • Director since 2016 • Independent
Business Experience:
» Founding and Managing Partner of BAI Capital (2021 – Current) » Bertelsmann (2008 – Current) » Bertelsmann Group Management Committee (2011 – Current); Chief Executive Officer of Bertelsmann China Corporate Center (2008 – 2020); Managing partner of Bertelsmann Asia Investments (2008 – 2020); Founding and Managing partner of Bertelsmann Asia Investments (2008 – 2020); Bertelsmann Digital Media Investments & Bertelsmann Asia Media Development (2007); Bertelsmann Entrepreneur Program (2005 – 2006)
U.S. Public Board Memberships:			Other Experience and Community Involvement:
Current Nio Inc. LexinFintech Holdings Ltd.			The Hongkong and Shanghai Banking Corporation Limited, Independent Director Limon Media Limited, Independent Director Governor of China Venture Capital and Private Equity Association

Ms. Long is qualified to serve as a Director based on her insight about the Chinese consumer and knowledge of and experience with the media landscape in China, along with her track record of investing in digital and lifestyle companies.

Ms. Long holds a bachelor’s degree in electrical engineering from the University of Electronic Science and Technology in China and an MBA from Stanford Graduate School of Business.


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PROPOSAL 2: RATIFICATION OF

APPOINTMENT OF OUR

INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

This section should be read in conjunction with the Audit Committee Report presented below.

Ratification of Appointment of Auditors; Attendance at Meetings

The Audit Committee of Tapestry’s Board has appointed Deloitte & Touche LLP (“D&T”) as our independent registered public accounting firm for fiscal year 2025. We are asking stockholders to ratify the appointment of D&T as our independent registered public accounting firm at the Annual Meeting. Representatives of D&T are expected to be present at the virtual Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Our Bylaws do not require that the stockholders ratify the appointment of D&T as our independent auditors. However, we are submitting the appointment of D&T to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the appointment, the Board and the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending June 27, 2026

(“fiscal year 2026”). Even if the appointment of D&T is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the best interests of the Company. At this time, the Board and the Audit Committee believe that the continued retention of D&T to serve as our independent auditors is in the best interest of the Company.

Ratification of the appointment of D&T requires “FOR” votes from a majority of the votes cast on the matter at the Annual Meeting.


	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF D&T AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025.

Fees for Audit and Other Services

The aggregate fees for professional services rendered by D&T for the fiscal years ended July 1, 2023 and June 29, 2024 were approximately as follows:


	Fiscal Year 2023	Fiscal Year 2024
Audit Fees⁽¹⁾	$5,833,000	$5,842,000
Audit-Related Fees⁽²⁾	124,000	384,000
Tax Fees⁽³⁾	666,000	1,328,000
All Other Fees⁽⁴⁾	8,000	4,000

(1) Includes the audit of the Company’s annual consolidated financial statements and internal control over financial reporting, reviews of quarterly financial statements and audits of statutory filings.

(2) Includes registration statement procedures, other accounting consultations and an audit of the employee benefit plan.

(3) Includes fees for professional services related to national tax consulting services.

(4) Includes fees for professional services related to HR advisory services.

Audit Committee Pre-Approval Policy

The Audit Committee is responsible for approving audit fees and is required to pre-approve all services provided by the independent auditors to assure that these services do not impair the auditor’s independence. Under the Audit Committee pre-approval policy for external auditors (the “Policy”), updated in 2016, the Audit Committee must pre-approve all audit and non-audit services provided by the independent auditor. The Policy sets forth the procedures and conditions for such pre-approval of services to be performed by the independent auditor. The Policy utilizes both a framework of general pre-approval for certain specified services and specific pre-approval for all other

services. Services that do not meet the Policy will require specific review and approval by the Audit Committee. In addition, when the scope of services being provided (and the related fees) meaningfully change, Tapestry and the independent auditors will provide an update to the Audit Committee. All services described in the table above have been approved by the Audit Committee or the Audit Committee Chair through the Policy or on an engagement-by-engagement basis.

The Audit Committee considered the services listed above to be compatible with maintaining D&T’s independence.


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AUDIT COMMITTEE REPORT

The Audit Committee (the “Audit Committee”) of the Board of Directors of Tapestry, Inc. (“Tapestry”) is responsible for overseeing Tapestry’s accounting and financial reporting principles and policies, financial statements and the independent audit thereof and Tapestry’s internal audit controls and procedures. The Audit Committee is also responsible for selecting and evaluating the independence of Tapestry’s independent auditors and for pre-approving the audit and non-audit services rendered by the independent auditors. Management has the primary responsibility for the financial statements and the reporting process, including Tapestry’s systems of internal controls. The independent auditors are responsible for auditing the annual consolidated financial statements prepared by management and expressing an opinion as to whether those financial statements conform with accounting principles generally accepted in the United States of America as well as expressing an opinion on the effectiveness of internal control over financial reporting.

The Audit Committee reviewed and discussed the audited consolidated financial statements for the fiscal year ended June 29, 2024 with management and Tapestry’s independent auditors. These discussions included a review of the reasonableness of significant judgments, the quality, not just acceptability, of Tapestry’s accounting principles and such other matters as are required to be discussed with the Audit Committee. Tapestry’s independent auditors discussed their independence and also provided to the Audit Committee the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission (“SEC”).

Based upon the review and discussions described in this report, the Audit Committee recommended to the Board of Directors of Tapestry that the audited financial statements be included in Tapestry's Annual Report on Form 10-K for the fiscal year ended June 29, 2024 that has been filed with the SEC.


				Audit Committee

				Thomas Greco, Chair David Elkins* Hanneke Faber Anne Gates Alan Lau

* Mr. Elkins joined the Audit Committee effective February 29, 2024.


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EXECUTIVE OFFICERS

The following table sets forth information regarding each of Tapestry’s executive officers as of September 27, 2024:


Name	Age	Position
Joanne Crevoiserat⁽¹⁾	60	Chief Executive Officer
David Howard	49	General Counsel and Secretary
Todd Kahn	60	Chief Executive Officer and Brand President, Coach
Denise Kulikowsky	56	Chief People Officer
Scott Roe	59	Chief Financial Officer and Chief Operating Officer

(1) Information regarding Ms. Crevoiserat is listed under Proposal 1: Election of Directors.

David Howard has served as General Counsel since June 2020, and Secretary since August 2020. He previously served as Senior Vice President, Deputy General Counsel and Assistant Secretary from August 2018 through May 2020 and held several key roles in the Law Department since joining the Company in January 2011. Prior to joining the Company, from June 2008 to January 2011, Mr. Howard served as Associate General Counsel and Assistant Corporate Secretary at Mirant Corporation. From 2002 to 2008, Mr. Howard was a corporate attorney at Arnall Golden Gregory, LLP, and from 1997 to 1999, Mr. Howard practiced public accounting with Arthur Andersen LLP. Mr. Howard holds a Bachelor and Master of Science degrees in Accounting from Wake Forest University and a Juris Doctor from the University of Georgia School of Law. Mr. Howard is also a Certified Public Accountant.

Todd Kahn has served as Chief Executive Officer and Brand President, Coach since April 2021 after having served as the Interim Chief Executive Officer and Brand President since July 2020 and having led the revenue generating business units of the brand since March 2020. He joined the Company as Senior Vice President, General Counsel and Secretary in January 2008 and held a number of successively senior roles, including Chief Legal Officer until March 2020, Company Secretary until August 2020, and President and Chief Administrative Officer from May 2016 until April 2021. Prior to joining the Company, Mr. Kahn held leadership positions at several public and private companies. Mr. Kahn holds a Bachelor of Science degree from Touro College and a Juris Doctor from Boston University Law School.

Denise Kulikowsky has served as Chief People Officer since joining the Company in October 2023. She previously worked at Party City Holdings Inc. from 2018 to 2023, serving first as the Chief Human Resources Officer and then as the Chief People and Administrative Officer. From 2015 to 2018, Ms. Kulikowsky was the Vice President, Global Human Resources for The Estee Lauder Companies, Inc. Prior to joining The Estee Lauder Companies, she held several senior human resources positions at Gap Inc. Ms. Kulikowsky holds a Bachelor of Science degree in Psychology from Fordham University and a Master’s degree in Counseling from The University of Pennsylvania.

Scott Roe has served as Chief Financial Officer since joining the Company in June 2021, and as Chief Financial Officer and Chief Operating Officer since August 2022. He also served as Head of Strategy from June 2021 until August 2022. Mr. Roe joined the Company from VF Corporation, where he served as Chief Financial Officer since April 2015, and as Executive Vice President since March 2019. Prior to his appointment as CFO in 2015, Mr. Roe served in a number of senior management positions since joining VF Corporation in 1996. Before joining VF Corporation, Mr. Roe worked in the OEM Automotive and Basic Materials industries after beginning his career at Ernst & Young. Mr. Roe holds a Bachelor of Science degree in Accounting from the University of Tennessee.

Sincerely,

Anne Gates
Chair of the Board of Directors

Joanne Crevoiserat
Director and Chief Executive Officer