SUBMISSION OF MATTERS TO A VOTE OF SECURITY

At the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”) of Capri Holdings Limited (the “Company”) held on July 28, 2021, shareholders were asked to vote with respect to the three proposals listed below. A total of 132,275,275 ordinary shares were present at the meeting (representing 87.4% of the total shares outstanding on the record date), and the votes were cast as follows:

Proposal No. 1 (Election of Directors) – The appointment of three Class I directors to serve until the 2024 annual meeting of shareholders and until the election and qualification of their respective successors in office was approved by the number of votes set forth below:

NAME

NUMBER OF SHARES VOTED

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

Marilyn Crouther

124,959,428

124,700,069

2 16,218

43,141

7,315,847

Stephen Reitman

124,959,428

123,249,382

1,667,667

42,379

7,315,847

Jean Tomlin

124,959,428

123,369,079

1,547,304

43,045

7,315,847

Proposal No. 2 (Ratification of Independent Registered Public Accounting Firm) – The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 2, 2022 was approved by the number of votes set forth below:

NUMBER OF SHARES VOTED

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

132,275,275

132,194,248

28,445

52,582

0

Proposal No. 3 (Say on Pay) – The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, by the number of votes set forth below:

NUMBER OF SHARES VOTED

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

124,959,428

119,704,145

5,181,683

73,600

7,315,847

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CAPRI HOLDINGS LIMITED

Date: July 28, 2021

By:

/s/ Krista A. McDonough

Name: 

Krista A. McDonough

Title:

Senior Vice President, General Counsel & Chief Sustainability Officer




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