coach inc (COH) Key Developments
Coach, Inc. Approves Amendment and Restatement of the Company's Bylaws
Aug 17 15
On August 13, 2015, the Board of Directors of Coach, Inc. approved an amendment and restatement of the Company's Bylaws, dated as of August 17, 2015. Article II. MEETINGS OF STOCKHOLDERS: Annual Meeting of Stockholders. The reference to the month of the annual meeting of stockholders was removed from the amended Bylaws, as this information is no longer required by Maryland law. Procedures for Revoking the Calling of a Special Meeting by Stockholders. The amended Bylaws clarify the situations when, and the procedures by which, the secretary may revoke the calling of a special meeting requested by the stockholders of the Company. Notice of Stockholders Meetings. The amended Bylaws update the notice provisions to provide for electronic transmission and “householding”. Voting by Stockholders. The amended Bylaws provide for majority voting in the election of directors in uncontested elections and retain a plurality voting standard for the election of directors in contested elections. Inspectors. The amended Bylaws clarify the fairness standard by which the Inspector is required to conduct an election or vote at a meeting of the stockholders. Advance Notice of Stockholder Nominees for Director and Stockholder Proposals. The amended Bylaws (a) expand the information required to be disclosed by the stockholder making the proposal, any proposed nominees for director and any persons controlling, or acting in concert with, such stockholder, (b) establish procedures for updating any inaccuracy in the information provided by the stockholder making the proposal and (c) add a requirement that any stockholder nominating an individual as a director or proposing other business must be a stockholder of record as of the record date for the annual meeting set by the Board. Telephone Meetings. The amended Bylaws added a provision permitting the Board or chairman of a stockholders’ meeting to allow one or more stockholders to participate in the meeting via telephone, so long as all participants can hear each other at the same time. Article III. DIRECTORS: Number, Tenure and Resignation of Directors. The amended Bylaws clarify the resignation procedures for a director of the Company. Article IV. COMMITEES: Committee Powers. The amended Bylaws clarify that any committee of the Board may delegate some or all of its powers to one or more subcommittees. Article V. OFFICERS: Chairman of the Board. The amended Bylaws clarify that the chairman of the Board is not, solely by reason of the Bylaws, an officer of the Company, and may be designated as an executive or non-executive chairman.Article VII. STOCK: Certificates. The amended Bylaws clarify that stock certificates shall be in the form prescribed by either the Board or a duly authorized officer and shall contain the statements and information required by Maryland law. Article XI. INDEMNIFICATION AND ADVANCE OF EXPENSES: Indemnification. The amended Bylaws clarify the procedures that a committee of the Board or independent legal counsel must follow in order to authorize indemnification for a director or officer of the Company. Article XIII. EXCLUSIVE FORUM FOR CERTAIN LITIGATION: Exclusive Forum for Certain Litigation. The amended Bylaws add a provision that provides (unless the Board agrees to the selection of an alternative forum) that any of the following four types of litigation be brought in the Circuit Court for Baltimore City, Maryland (or if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division): (a) a derivative lawsuit, (b) an action asserting breach of duty by a director, officer or employee, (c) an action pursuant to any provision of the MGCL or the charter or Bylaws of the Company, and (d) an action asserting a claim governed by the internal affairs doctrine.
Coach Inc. Declares a Quarterly Cash Dividend for Common Shares, Payable on September 28, 2015
Aug 4 15
Coach Inc. announced that its Board of Directors declared a quarterly cash dividend of $0.3375 per common share, maintaining an annual rate of $1.35. The dividend is payable on September 28, 2015 to shareholders of record as of the close of business on September 8, 2015.
Coach, Inc. Announces Unaudited Consolidated Earnings Results for the Fourth Quarter and Full Year Ended June 27, 2015; Provides Earnings Guidance for the Fiscal Year of 2016
Aug 4 15
Coach, Inc. announced unaudited consolidated earnings results for the fourth quarter and full year ended June 27, 2015. For the quarter, the company reported net sales of $1,004.1 million compared to $1,136.2 million a year ago. Operating income was $38.8 million compared to $99.8 million a year ago. Income before provision for income taxes was $32.5 million compared to $100.4 million a year ago. Net income was $11.7 million or $0.04 diluted per share compared to $75.2 million or $0.27 diluted per share a year ago. Non-GAAP operating income was $126.1 million compared to $231.3 million a year ago. Non-GAAP income before provision for income taxes was $119.8 million compared to $231.9 million a year ago. Non-GAAP net income was $85.0 million or $0.31 diluted per share compared to $163.5 million or $0.59 diluted per share a year ago. Net cash from operating activities was $186 million compared to $316 million last year during fourth quarter. Free cash flow was an inflow of $111 million against of $254 million in the same period last year. CapEx spending was $75 million against of $62 million in the same quarter a year ago
For the year, the company reported net sales of $4,191.6 million compared to $4,806.2 million a year ago. Operating income was $618.0 million compared to $1,120.1 million a year ago. Income before provision for income taxes was $611.6 million compared to $1,122.3 million a year ago. Net income was $402.4 million or $1.45 diluted per share compared to $781.3 million or $2.79 diluted per share a year ago. Non-GAAP operating income was $788.5 million compared to $1,251.6 million a year ago. Non-GAAP income before provision for income taxes was $782.1 million compared to $1,253.8 million a year ago. Non-GAAP net income was $531.2 million or $1.92 diluted per share compared to $869.6 million or $3.1 diluted per share a year ago. Net cash from operating activities was $937 million compared to $985 million a year ago. Free cash flow was an inflow of $738 million against of $766 million in the fiscal year of 2014. CapEx spending totaled $199 million for the year compared to $220 million in the prior year.
The company provided earnings guidance for the fiscal year of 2016. The company currently expects the company’s stand-alone brand revenues for fiscal 2016 to increase by low-single digits in constant currency on a 52-week basis consistent with prior guidance. Gross margin for the company’s brand is projected to be in the area of 70% on a constant currency basis, while negative foreign currency effects may impact gross margin by 80-100 basis points. Therefore, taken together the company’s brand operating margin for fiscal 2016 is currently estimated to be in the mid-to-high teens. Interest expense is expected to be in the area of $30-$35 million for the year while the full year fiscal 2016 tax rate is projected at about 28%. CapEx expected to be of $300 million.
Coach, Inc. to Report Q4, 2015 Results on Aug 04, 2015
Jul 28 15
Coach, Inc. announced that they will report Q4, 2015 results at 8:30 AM, Eastern Daylight on Aug 04, 2015
Coach, Inc., Q4 2015 Earnings Call, Aug 04, 2015
Jul 28 15
Coach, Inc., Q4 2015 Earnings Call, Aug 04, 2015