8-K 1 a8-k_shareholdervotexmay2019.htm 8-K Document


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
 
 
 
 
May 9, 2019
 
 
Date of Report (Date of Earliest Event Reported)
 
 
 
 
 
Sotheby's
 
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
1-9750
38-2478409
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
1334 York Avenue
 
 
New York, NY
 
10021
(Address of principal executive offices)
 
(Zip Code)
 
(212) 606-7000
 
(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))

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 o

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. o

 
 
 
 
 





Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On May 9, 2019, the Board of Directors (the “Board”) of Sotheby’s (the “Company”) appointed Michael J. Wolf to the Board, pursuant to the Support Agreement, dated May 4, 2014, among the Company, Third Point LLC and the other parties thereto. The Support Agreement was filed as Exhibit 99.2 to the Company’s Current Report filed on May 7, 2014 and is hereby incorporated by reference.
Mr. Wolf is the Chief Executive Officer of Activate, Inc., a management consulting firm he founded in 2009 specializing in technology, internet, media, entertainment, and consumer services businesses. Prior to that, Mr. Wolf was President and Chief Operating Officer of MTV Networks (now Viacom Media Networks) from 2005 to 2007. Prior to MTV Networks, he was Global Managing Partner of McKinsey & Company’s Media, Entertainment and Information Practice. He joined McKinsey from Booz Allen Hamilton, where he founded and led the firm’s Communications Media and Technology Group. He was also a member of Booz Allen’s Board of Directors and Executive Management Team. Mr. Wolf served as a director at Yahoo! Inc. (now Altaba Inc.) from 2012 to 2013 and Entercom Communications from 2008-2013.
Except for the Support Agreement, there were no arrangements or understandings pursuant to which Mr. Wolf was appointed to the Board.
Mr. Wolf was also appointed to serve on the Business Strategy and Finance Committees of the Board.
On May 10, 2018, the Company issued a press release relating to the appointment of Mr. Wolf. This press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Sotheby’s held its 2019 Annual Meeting of the Stockholders on May 9, 2019 (the “Meeting”). The number of shares of common stock present at the Meeting was 42,451,751, or 91.12%, of the shares of common stock outstanding on March 15, 2019, the record date for the Meeting. At the Meeting, the following items were submitted to a vote of stockholders:
(1) Election of Directors. All nominees were elected pursuant to the following votes:
    
 
 
Number of Votes*
Director
 
FOR
 
AGAINST
 
ABSTAIN
Jessica M. Bibliowicz
 
39,010,106

 
944,006

 
48,720

Linus W. L. Cheung
 
39,910,071

 
44,116

 
48,645

Kevin C. Conroy
 
39,916,793

 
36,989

 
49,050

Domenico De Sole
 
39,911,267

 
42,619

 
48,946

The Duke of Devonshire
 
39,891,208

 
62,570

 
49,054

Daniel S. Loeb
 
39,897,947

 
69,472

 
35,413

Marsha E. Simms
 
39,918,707

 
35,307

 
48,818

Thomas S. Smith, Jr.
 
39,895,685

 
58,472

 
48,675

Diana L. Taylor
 
39,816,160

 
137,518

 
49,154

Dennis M. Weibling
 
39,807,199

 
146,996

 
48,637

Harry J. Wilson
 
39,864,215

 
37,038

 
101,579

________
* Does not include 2,448,919 broker non-votes.
(2) Advisory vote on executive compensation. The matter was approved with the following vote:
    
Number of votes FOR
38,725,820

Number of votes AGAINST
1,139,997

Number of votes ABSTAINING
137,015

Number of votes BROKER NON-VOTES
2,448,919








(3) Ratification of appointment of Deloitte & Touche LLP as the Company's independent public accounting firm for 2019. The matter was approved with the following vote:
        
Number of votes FOR
41,793,581

Number of votes AGAINST
573,614

Number of votes ABSTAINING
84,556


(4) Stockholder proposal regarding acting by written consent. The matter was defeated with the following vote:
    
Number of votes FOR
10,267,864

Number of votes AGAINST
29,520,928

Number of votes ABSTAINING
214,040

Number of votes BROKER NON-VOTES
2,448,919

Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits
99.1    Press Release of Sotheby's dated May 10, 2019.






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
SOTHEBY'S
 
 
 
 
 
 
 
By:
/s/ David G. Schwartz
 
 
 
 
 
 
 
David G. Schwartz
 
 
 
Senior Vice President,
 
 
 
Chief Securities Counsel and
 
 
 
Corporate Secretary
 
 
 
 
 
 
Date:
May 10, 2019





Exhibit Index

Exhibit No.    Description