CAPRI HOLDINGS LTD (CPRI)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
CAPRI HOLDINGS LTD · Meeting: July 29, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Three Class III Directors
Against Analysis
Mr. Idol has served as CEO and director since 2003; CPRI's 3-year stock return is -43% versus the peer group median of +48.6%, a gap of 91.6 percentage points that far exceeds the 20-point threshold for companies with negative absolute returns, and the 5-year record (CPRI -62.4% vs peer median -11.2%, a 51.2pp gap) also fails the mitigant check, so the vote is AGAINST.
Mr. Freestone joined in November 2016 and has served for over nine years, well within the accountability window; the same severe 3-year and 5-year TSR underperformance that triggers a vote against Mr. Idol applies equally to Mr. Freestone, so the vote is AGAINST.
For Analysis
Mr. Madhavan joined the board in March 2023, which is within the 24-month new-director exemption period under our policy, so he is not held accountable for the underperformance that predates or immediately followed his arrival and receives a FOR vote.
Two of three Class III nominees receive AGAINST votes due to severe and sustained stock underperformance: CPRI's 3-year return of -43% trails the compensation peer group median of +48.6% by 91.6 percentage points — far beyond the 20-point trigger for companies with negative absolute returns — and the 5-year record provides no relief (gap of 51.2pp also exceeds the threshold). The newly appointed director, Mr. Madhavan, is exempt as he joined within the past 24 months.
Say on Pay
✗ AGAINSTCEO
John D. Idol
Total Comp
$9,058,699
Prior Support
91.3%%
The CEO received $11.9 million in total compensation in Fiscal 2026 (versus $9.1 million in Fiscal 2025), including a $5.4 million annual cash bonus paid at 200% of target, even though the company's stock underperformed its peer group badly enough to trigger the plan's own built-in TSR cap — and the committee then exercised discretion to waive that cap. Furthermore, all long-term equity awards in Fiscal 2026 were granted as straight time-vesting shares with no performance conditions whatsoever, meaning the equity component is effectively guaranteed pay regardless of outcomes. Taken together, above-benchmark incentive payouts combined with a 3-year stock return of -43% against a peer median of +48.6% represents a clear failure of pay-for-performance alignment, warranting a vote AGAINST.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
13 yrs
Audit Fees
$5,311
Non-Audit Fees
$820
EY has served since fiscal 2014 (approximately 13 years), well below the 25-year tenure threshold; non-audit fees (audit-related $500K + tax $120K + other $200K = $820K) represent about 15% of audit fees ($5,311K), comfortably below the 50% threshold that would raise independence concerns, so no flags are triggered and the vote is FOR.
Overall Assessment
The 2026 Capri Holdings annual meeting presents a ballot where two of three director nominees receive AGAINST votes due to severe long-term stock underperformance (-43% over three years versus a peer median of +48.6%), and the Say on Pay proposal also receives an AGAINST vote because the compensation committee paid maximum cash bonuses while waiving the plan's own TSR cap and granted all equity awards without any performance conditions. The auditor ratification is straightforward and receives a FOR vote, as EY's tenure and fee structure raise no independence concerns.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing