TAPESTRY, INC.
Shareholder Proposals
Item 4
Permit stockholder action by written consent with a less-than-unanimous threshold equal to the votes required to authorize the action at a meeting with all shares present and voting.
Request that the Board amend corporate governance procedures to allow stockholders to act by written consent with a threshold equal to the number of votes that would be required to approve the action at a meeting where all shares entitled to vote are present and voting. The proponent argues written consents provide an efficient way for shareholders to approve corporate actions between meetings, saving time and expense while improving accountability. The supporting statement cites investor stewardship groups and examples of peer companies that publicly highlight both the right to call special meetings and to act by written consent at less-than-unanimous thresholds. The proposal notes that Maryland default law requires unanimous consent, which in practice is infeasible for widely held public companies, and requests the Board adopt a lower workable threshold.