UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August 7~~November 4, 2025


CAPRI HOLDINGS LTD

(Exact name of Registrant as Specified in its Charter)

001-35368

(Commission File Number)


British Virgin Islands						N/A
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

90 Whitfield Street~~, 2nd Floor~~

2nd Floor

London, United Kingdom

W1T 4EZ

(Address of Principal Executive Offices)

44 207 632 8600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Ordinary Shares, no par value	CPRI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

ITEM 52.~~07 SUBMISSION~~02 RESULTS OF ~~MATTERS~~OPERATIONS TOAND AFINANCIAL ~~VOTE OF SECURITY HOLDERS~~CONDITION.

AtOn ~~the~~November 4, 2025, ~~Annual Meeting of Shareholders (the “2025 Annual Meeting”) of~~ Capri Holdings Limited (the “Company”) ~~held~~issued ona ~~August~~press 7,release ~~2025,~~containing ~~shareholders~~its ~~were~~unaudited ~~asked~~financial toresults ~~vote~~for ~~with~~its ~~respect~~second tofiscal ~~the~~quarter ~~three~~ended ~~proposals~~September 27, ~~listed below~~2025. A ~~total~~copy of ~~97,109,219 ordinary shares were present at~~ the ~~meeting~~press ~~(representing~~release ~~82.34%~~is ofattached ~~the~~hereto ~~total shares outstanding on the record date), and the votes were cast~~ as ~~follows:~~Exhibit 99.1.

~~Proposal~~ITEM No8.01 1OTHER (Election of Directors) – The appointment of two Class II directors to serve until the 2028 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:EVENTS.

NAME	NUMBER OF SHARES VOTED	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Judy Gibbons	88,388,716	83,122,051	5,186,804	79,861	8,720,503
Jane Thompson	88,388,716	87,144,155	1,164,820	79,741	8,720,503

On November 4, 2025, the Company announced the Board of Directors approved a three-year share repurchase program of up to $1.0 billion of its outstanding ordinary shares, which the Company expects to begin implementing in fiscal 2027. Share repurchases may be made in open market or privately negotiated transactions, subject to market conditions, applicable legal requirements, trading restrictions under the Company's insider trading policy and other relevant factors. The program may be suspended or discontinued at any time.

~~Proposal~~ITEM No9.01 2FINANCIAL ~~(Ratification~~STATEMENTS ofAND 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 March 28, 2026 was approved by the number of votes set forth below:EXHIBITS.

(d) Exhibits.

NUMBER OF SHARES VOTED	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
ExhibitNo.
97,109,219	96,370,393	580,518	158,308	0
99.1	Press Release issued by Capri Holdings Limited, dated November 4, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Proposal~~Exhibit No99.1 3is ~~(Say~~furnished onto ~~Pay)~~comply –with ~~The~~Item ~~compensation~~2.02 and Item 9.01 of ~~the~~Form ~~Company’s~~8-K. ~~named~~Exhibit ~~executive~~99.1 ~~officers~~is ~~was~~not ~~approved,~~to onbe adeemed ~~non-binding~~“filed” ~~advisory~~for ~~basis~~purposes of Section 18 of the Securities Exchange Act of 1934, nor shall Exhibit 99.1 be deemed incorporated by reference in any filing under the ~~number~~Securities Act of ~~votes~~1933 (except as shall be expressly set forth ~~below:~~by specific reference in such filing).

NUMBER OF SHARES VOTED						FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
88,388,716						80,689,689						7,575,412						123,615						8,720,503

Proposal No. 4 (Say on Frequency) – The number of votes with respect to the advisory vote on the frequency of the advisory vote on the Company's executive compensation are set forth below:

NUMBER OF SHARES VOTED						ONE YEAR						TWO YEARS						THREE YEARS						ABSTAIN						BROKER NON-VOTES
88,388,716						86,258,748						62,767						1,930,269						136,932						8,720,503

In accordance with the voting results on this proposal, the Company has determined to hold an advisory vote on executive compensation annually until the next Say on Frequency vote. A Say on Frequency vote is required to be held at least once every six years.

Proposal No. 5 (Amended and Restated Incentive Plan) – The Company's Fourth Amended and Restated Omnibus Incentive Plan was approved by the number of votes set forth below:

NUMBER OF SHARES VOTED						FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
88,388,716						65,803,906						22,204,375						380,435						8,720,503

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: August 7, 2025
Date: November 4, 2025
	By:	/s/ ~~Krista~~Rajal ~~A. McDonough~~Mehta
	Name:	~~Krista~~Rajal ~~A. McDonough~~Mehta
	Title:	Interim Chief ~~Legal~~Financial ~~and Sustainability~~ Officer

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