8-K 1 a8-k06x07x2019.htm 8-K 06-07-2019 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

Date of Report: June 7, 2019
TIFFANY & CO.
(Exact name of Registrant as specified in its charter)

Delaware
 
1-9494
 
13-3228013
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
200 Fifth Avenue, New York, New York
 
 
 
10010
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant's telephone number, including area code: (212) 755-8000
 
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 Symbols(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
TIF
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
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 5.07
Submission of Matters to a Vote of Security Holders.

On June 4, 2019, Registrant held its annual meeting of shareholders. Set forth below are the final voting results for each of the three proposals submitted to a vote of the shareholders.

Proposal One.  Election of Directors.  Each of the eleven nominees listed below was elected a director of Registrant to hold office until he or she is succeeded by another qualified director or until his or her earlier resignation or removal from office.


Nominee
Number of Shares
Voted For
Number of Shares Voted
Against
Number of Shares
Abstaining
Number of Broker
Non-Votes
Alessandro Bogliolo
99,344,700

193,620

142,528

7,776,444

Rose Marie Bravo
96,267,111

3,304,184

109,553

7,776,444

Hafize Gaye Erkan
99,317,011

224,931

138,906

7,776,444

Roger N. Farah
97,488,943

2,015,414

176,491

7,776,444

Jane Hertzmark Hudis
99,354,857

195,583

130,408

7,776,444

Abby F. Kohnstamm
98,131,221

1,390,941

158,686

7,776,444

James E. Lillie
98,829,718

715,369

135,761

7,776,444

William A. Shutzer
98,435,836

1,117,333

127,679

7,776,444

Robert S. Singer
98,941,437

589,010

150,401

7,776,444

Francesco Trapani
98,834,867

674,986

170,995

7,776,444

Annie Young-Scrivner
99,355,579

208,690

116,579

7,776,444



Proposal Two.  Ratification of the selection of PricewaterhouseCoopers LLP as Registrant’s independent registered public accounting firm to audit Registrant’s consolidated financial statements for the fiscal year ending January 31, 2020.

Number
of Shares
Voted For
Number of
Shares Voted
Against
Number of
Shares
Abstaining
Number of
Broker
Non-Votes
104,107,692
3,270,899
78,701
---


Proposal Three.  Approval, on an advisory basis, of the compensation paid to Registrant’s named executive officers in the fiscal year ended January 31, 2019. 

Number
of Shares
Voted For
Number of
Shares Voted
Against
Number of
Shares
Abstaining
Number of
Broker
Non-Votes
95,451,059
4,083,549
146,240
7,776,444

Item 8.01
Other Events.

Effective June 4, 2019, Registrant’s Board of Directors (“Board”) adopted revised Corporate Governance Principles for Registrant. The amended and restated Corporate Governance Principles are attached hereto as Exhibit 10.34 to this Current Report on Form 8-K.

Registrant maintains a share ownership policy for its executive officers and directors. On June 4, 2019, the Board approved certain clarifying changes to the Share Ownership Policy for Executive Officers and Directors. The form of such revised policy is attached hereto as Exhibit 10.35 to this Current Report on Form 8-K and is incorporated herein by reference.




Also on June 4, 2019, the Board approved amendments to the Tiffany & Co. Director Compensation Deferral Plan (previously titled, prior to such amendments, the Tiffany & Co. Director Fee Deferral Plan). The amendments permit non-employee directors to elect to receive their equity compensation wholly in the form of restricted stock units, or divided equally between restricted stock units and stock options. The foregoing summary of the Tiffany & Co. Director Compensation Plan is not complete and is qualified in its entirety by such Plan, a copy of which is filed as Exhibit 10.36 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits
 
 
10.34
Corporate Governance Principles, amended and restated effective June 4, 2019.
 
 
10.35
Tiffany & Co. Share Ownership Policy for Executive Officers and Directors, amended and restated effective June 4, 2019.
 
 
10.36

Tiffany & Co. Director Compensation Deferral Plan, amended and restated effective June 4, 2019.






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

 
 
 
 
 
TIFFANY & CO.
 
 
(Registrant)
 
 
 
 
By: /s/ Leigh M. Harlan
 
 
Leigh M. Harlan
 
 
Senior Vice President, Secretary
 
 
and General Counsel
Date: June 7, 2019
 
 





EXHIBIT INDEX