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Executives

Kay Koplovitz - Independent Non-Executive Director and Member of Nominating & Governance Committee

William L. McComb - Chief Executive Officer and Executive Director

Robert Vill

Linda Yanussi

Jane Randel - Senior Vice President of Corporate Communications & Brand Services

William Higley

John Engeman

Michael Rinaldo

Elaine H. Goodell - Former Vice President of Finance Governance and Risk Management

Michael Ragusa

Robert Karpf

Brian O'Donnell

Fifth & Pacific Companies, Inc. (FNP) 2013 Annual Meeting May 14, 2013 10:00 AM ET

Kay Koplovitz

I want to welcome you to the Fifth & Pacific 2013 Annual Meeting. My name is Kay Koplovitz, and I have been the Chairman of the Board since January 2007. So it's been a great pleasure to serve as Chairman of the Board during this last 6.5 years through lots of transformation, challenges that we've had at the company. And I'm pleased to say that I feel the company is in really great shape. I've been very proud to have this role and contributed during this time to the transformation of the company. I will be stepping down as Chairman of the Board and Nancy Karch will be assuming the role of Chairman of the Board following this meeting.

Nancy has been with the board since 2000 and has chaired the Audit Committee since 2000 until 2011. So I welcome Nancy to her new role. And I would now want to turn the meeting over to Bill McComb, our CEO.

William L. McComb

Okay, good morning, everybody. It's a pleasure to welcome my fellow stockholders to our annual meeting. My name is Bill McComb, I'm the Chief Executive Officer and I'm a Director of the company.

Before we start the proceedings, I'd like to personally thank Kay Koplovitz on behalf of the Board and myself for the service and leadership and counsel as Chair of the Board during her last 6 years. So thank you very much, Kay.

As to the meeting at hand. Joining us today are the following members of the Board of Directors: Bernard W. Aronson; Lawrence S. Benjamin; Kenneth B. Gilman; Nancy J. Karch; Kenneth B. Kopelman; Arthur C. Martinez; and Doreen A. Toben. Raul Fernandez, one of our directors, is unable to attend today's meeting because of a prior commitment.

I'd also like to introduce a few members of the senior management team that are in attendance today, George Carrara, Executive Vice President, Chief Financial Officer and Chief Operating Officer; Nick Rubino, Senior Vice President, Chief Legal Officer, General Counsel and Secretary to the Board; Linda Yanussi, Senior Vice President, Information Technology & Global Operations; Bob Vill, Senior Vice President, Finance & Treasurer; Jane Randel, Senior Vice President, Corporate Communications and Brand Services; and Michael Rinaldo, Vice President, Corporate Controller and Chief Accounting Officer.

Andy Kay, and Jerry Cohen of Deloitte & Touche LLP our auditors for the 2012 fiscal year are also present and will be available to answer appropriate questions later in the meeting if they should arise.

As indicated in the notice of the meeting, the matters scheduled to come before the meeting are: The election of directors; the approval of an advisory nonbinding resolution relating to executive compensation; the approval of the Fifth & Pacific Companies, Inc. 2013 stock incentive plan; the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2013 and the approval of the amendments to the company's certificate of incorporation and bylaws to allow the holders of 35% of our common stock to act by written consent.

If there are any persons present who will be acting as proxies for other stockholders, they, too, should advise us at this time.

Okay, so now that all proxies have been collected, I can report that there are present at this meeting, in person or by proxy, more than 114 million shares, representing over 95% of this outstanding shares constituting a quorum for the transaction of business.

A copy of the notice of annual meeting and proxy statement, together with the proxy and the 2012 Annual Report, were first made available to our stockholders via the Internet and duly mailed commencing on or about April 3, 2013 to stockholders who are record holders of common stock as of March 19, 2013, the record date. An affidavit to that effect will be filed with the minutes of this meeting.

The list of stockholders at the record date, certified by Computershare, our transfer agent, will remain open during this meeting for inspection by stockholders. Stephen Myers and Gail James of Computershare who have previously filed appropriate affidavits with the company, have been appointed to serve as Inspectors of Election in connection with this meeting.

We may therefore proceed with the business of the meeting, and I declare the polls now open for all matters.

The first order of business is the Election of Directors. The same nominations received in accordance with the company's certificate of incorporation were the nominations of our current directors. And I would note that each one of our board seats is subject to election as part of the same class for a one year term. I would now ask for someone to second the nomination. We recognize Bob Vill.

Robert Vill

I second the nominations.

William L. McComb

Thank you, Bob. The meeting will now vote on the Election of Directors. If you have signed and returned the proxy, your shares will be voted in accordance with your instructions. If you are a stockholder who wishes to vote, but have not completed and submitted a proxy, please raise your hand now and we'll supply you with a ballot.

[Voting]

Okay, we'll proceed. The next order of business is the approval of the advisory nonbinding resolution relating to executive compensation as described in the proxy statement. A motion considering such action is in order. We recognize Linda Yanussi.

Linda Yanussi

I move for the approval of the advisory nonbinding resolution on executive compensation described in the proxy statement.

William L. McComb

Okay, thank you, Linda. Does anyone second that motion?

Jane Randel

I second the motion.

Operator

Okay, thank you, Jane. The meeting will now vote on this proposal. If you've submitted a valid proxy, your shares will be voted as indicated. Otherwise, you may complete the appropriate section of your ballot now.

[Voting]

Okay, the next order of business is the approval of the Fifth & Pacific Companies Inc. 2013 stock incentive plan as described in the proxy statement. A motion considering such action is in order. We recognize Bill Higley, Senior Vice President, Human Resources.

William Higley

I move for the approval of the Fifth & Pacific Companies 2013 stock incentive plan as described in the proxy statement.

William L. McComb

Okay, thank you Bill. Does anyone second that motion? We recognize John Engeman, Vice President, Assistant Treasurer.

John Engeman

I second the motion.

William L. McComb

Okay, thank you, John. The meeting will now vote on this proposal. Again, if you've submitted a valid proxy, your shares will be voted as indicated. Otherwise, you may complete the appropriate section of your ballot now.

[Voting]

The next order of business is the ratification of the appointment of Deloitte and Touche LLP as the company's independent registered public accounting firm for fiscal 2013. A motion considering such ratification is in order. We recognize Michael Rinaldo.

Michael Rinaldo

I move for the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal 2013.

William L. McComb

Okay, thank you. Does anyone second the motion. We recognize, Elaine Goodell, Vice President, Finance Governance and International -- Information Technology.

Elaine H. Goodell

I second the motion.

William L. McComb

Thank you, Elaine. The meeting will now vote on the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the 2013 fiscal year.

[Voting]

The next order of business then is the approval of the amendments to the certificate of incorporation and bylaws to allow stockholders to act by written consent as described in the proxy statement. A motion considering such action is in order. We recognize Michael Ragusa, Senior Director of Reporting and Accounting.

Michael Ragusa

I move for the approval of the stockholders to act by written consent described in the proxy statement.

William L. McComb

Okay, thank you, Michael. Does anyone second the motion? We recognize Robert Karpf, Vice President, Corporate Counsel.

Robert Karpf

I second the motion.

William L. McComb

Okay thank you. The meeting will now vote on this proposal. As before, if you've submitted a valid proxy, your shares will be voted as indicated. Otherwise, you may complete the appropriate section of your ballot now.

[Voting]

Okay, I now declare the polls closed on all matters. The Inspectors of Election will report on the vote later in the meeting.

As we complete the final tally of votes, let me make a few remarks on the business. As I said in my letter to shareholders, we began 2013 with our mantra of full steam ahead, following a very productive year in 2012, where we renamed and rechartered the corporation as Fifth & Pacific Companies, Inc. After our years of restructuring and rebuilding and playing defense have now turned to growth and expansion with some big wins during the year 2012. And in the cases where we suffered some setbacks or disappointments, we faced those with the appropriate self-examination and bias to action.

Some of the highlights from 2012 include significant growth in comparable sales and adjusted EBITDA, a total shareholder return for the year was on the high-end for the industry at 41%; Kate Spade, the brand, is now positioned among industry greats, with the future marked by significant growth in what I refer to as long runway expansion. Beyond all the exciting metrics, the brand has proven itself now to truly be a platform business. We strengthened the company's international presence, we achieved industry-leading digital sales and marketing, success at Kate Spade, and we debuted an important height potential subbrand called Kate Spade Saturday. With all the excitement around the business, nothing's more thrilling, in my view, than realizing that we're only still in the early chapters of what promises to be a long and exciting story.

Lucky Brand Jeans saw growth, profit expansion and the beginnings of what we will say as a true lifestyle evolution. Led by one of the industry's strongest management teams, this brand is resonating with its customer. Great fit, the newest trends and some of the best in-store service that you'll find in the mall, all have contributed to Lucky's turnaround and momentum. And like Kate Spade, we're only just getting started at Lucky Brand. The opportunity for sales growth and operating profit leverage is really staggering when you look at the numbers.

Here at Juicy Couture, we're in the showroom now. We forged ahead with reimaging the brand via product, store and marketing improvements, many of which you're seeing in the showroom right now. And while we haven't seen the commercial results that we're expecting yet, we do believe that they're on their way as we apply the same operational and organizational changes at Juicy that we have done that have successfully turned both Kate Spade and Lucky Brand. We ended the year at Juicy Couture with the additional of Paul Blum as CEO. In short order, Paul has brought a clear and effective 5-part plan to the table that I addressed in our first quarter earnings call just 2 weeks ago. We believe Juicy Couture remains one of the industry's most alluring assets, with uncharacteristically strong brand equity all around the world and a still underdeveloped commercial presence, and a very special link to Hollywood's emerging starlets.

Corporately, we concluded our last large-scale downsizing to bring our back-end cost structure in line with benchmarks. And under the stewardship of our Chief Operating Officer, George Carrara, we made critical investments in point of sale technology that promised to unlock a host of omnichannel functions for all of our brands globally, linking in the front ends and back ends to enable superior customer service, better inventory management and visibility, true customer relationship management capabilities, and we also prepared each brand for a major relaunch of their e-commerce sites, with improved functionality. Kate Spade New York, Kate Spade Saturday and Juicy Couture, all today are up and running.

With all the excitement surrounding the company and its opportunities ahead, we then ended the year, as a board and management team, by reasserting that we remain fully committed to delivering and unlocking value for our shareholders. This includes making important resource allocation decisions today, that support strong long-term growth within our current strategy, as well as being thoughtful in regarding alternatives to our current multi-brand portfolio approach that could unlock value.

In all, I'm extremely proud of our teams, our strategy, our portfolio and our progress. And as we forge ahead, we will continue to fully embrace that mantra that I mentioned at the beginning full steam ahead.

So at this point, I'd like to answer any questions from stockholders about the company's operations. If anyone has a question, please raise your hand so that either Nina Mobillo or Marie Bell Flores can bring the microphone to you. And as always, please state your name and confirm that you're a stockholder. And in an effort to give everyone an opportunity to speak, please keep your questions brief and to the point.

If we have no questions, Chris? Let me see the tally of the results. I'd like to open the tally of results.

Okay, the Inspectors of Election are reporting that each of the proposals has passed and that each of our nominated directors has been elected. The Inspectors of Election are directed to file with the Secretary a report of the vote tabulation on the matters considered at today's meeting and the Secretary is directed to file such report with the minutes of the meeting. The final vote tabulation will be reported when we file our 8-K as required by the rules of the Securities and Exchange Commission.

And now, unless there's further business to come before the meeting, a motion to adjourn is in order. We recognize Brian O'Donnell, Vice President, Corporate Real Estate, Engineering and Operations

Brian O'Donnell

I move that the meeting be adjourned.

William L. McComb

Does anyone second the motion? We recognize Lori Currie [ph] , Vice President, Deputy General Counsel.

Unknown Executive

I second the motion.

William L. McComb

Thank you, Lori. All those in favor, please say aye and those opposed please say nay.

[Voting]

Okay, the ayes have it, and the meeting stands adjourned. Thank you all very much for attending.

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