8-K

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
		September 5, 2019
		Date of Report (Date of Earliest Event)
		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,	New York		10021
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code: (212) 606-7000

(Former name or former address, if changed since last report)

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
Common stock, $0.01 par value	BID	NYSE

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

Sotheby’s held a Special Meeting of the Stockholders on September 5, 2019 (the “Meeting”).  The number of shares of common stock present at the Meeting was 32,707,205 or 70.17% of the shares of common stock outstanding on August 6, 2019, the record date for the Meeting.  At the Meeting, the following items were submitted to a vote of stockholders.

(1) Proposal to adopt the Agreement and Plan of Merger, dated as of June 16, 2019, as it may be amended from time to time, by and among Sotheby’s, BidFair USA LLC, a Delaware limited liability company (“Parent”), and BidFair MergeRight Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Sotheby’s (the “merger”), with Sotheby’s continuing as the surviving corporation and a wholly owned subsidiary of Parent. The matter was approved with the following vote:

Number of votes FOR	29,889,912
Number of votes AGAINST	1,291,886
Number of votes ABSTAINING	1,525,407

(2) Proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Sotheby’s named executive officers in connection with the merger. The matter was approved with the following vote:

Number of votes FOR	27,973,107
Number of votes AGAINST	3,857,753
Number of votes ABSTAINING	876,345

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

99.1    Press Release of Sotheby's dated September 5, 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:	September 5, 2019

Exhibit Index

Exhibit No.    Description

99.1 Press Release of Sotheby's dated September 5, 2019.

101 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

EX-99.1

Exhibit 99.1

New York | +1 212 606 7176 | Lauren Gioia | Lauren.Gioia@Sothebys.com | Darrell Rocha | Darrell.Rocha@Sothebys.com

London | +44 (0) 207 293 6000 | Mitzi Mina | Mitzi.Mina@Sothebys.com

Hong Kong | +852 2822 8140/5509 | Winnie Tang | Winnie.Tang@sothebys.com

Investor Relations | +1 212 606 7176 | Jennifer Park | Jennifer.Park@Sothebys.com | Dan Abernethy | Dan.Abernethy@sothebys.com

Sotheby’s Shareholders Approve Proposed Acquisition by Patrick Drahi

Merger Remains on Track for Closing in the Fourth Quarter of 2019

NEW YORK, September 5, 2019 - At a special meeting held in New York today, Sotheby’s (NYSE: BID) shareholdersapproved the proposed acquisition of the Company by BidFair USA, an entity wholly owned by Patrick Drahi. 

“The Board of Directors would like to thank Sotheby’s shareholders for their vote of confidence in the merger,” said Domenico De Sole, Chairman of Sotheby’s Board of Directors. “Mr. Drahi’s offer delivers a significant premium to market for our shareholders, including our employee shareholders, and positions Sotheby’s well for the future.”

Tad Smith, Sotheby’s CEO said, “This is an historic moment for Sotheby’s and we are very pleased to have the validation of the company’s shareholders. Sotheby’s is on track for another strong season with outstanding auctions set to be held in Hong Kong and Contemporary art sales that will inaugurate our newly-renovated space on Bond Street in London early next month.”       

On June 17, 2019, Sotheby’s announced that it had signed a definitive merger agreement to be acquired by BidFair USA, an entity wholly owned by media and telecom entrepreneur as well as art collector, Patrick Drahi. Under the terms of the agreement, which was approved by Sotheby’s Board of Directors, shareholders, including employee shareholders, will receive $57.00 in cash per share of Sotheby’s common stock in a transaction with an enterprise value of $3.7 billion.  

The closing of the merger remains subject to customary conditions and is expected to close in the fourth quarter of 2019. 

Forward-Looking Statements

Certain statements in this release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, each as amended. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” or other similar expressions may identify such forward-looking statements.

1

Exhibit 99.1

Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over which we have no control. These factors, risks and uncertainties include, but are not limited to, the following: (i) conditions to the completion of the proposed acquisition may not be satisfied or the regulatory approvals required for the proposed acquisition may not be obtained on the terms expected or on the anticipated schedule; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the parties to the proposed acquisition; (iii) the effect of the announcement or pendency of the proposed acquisition on Sotheby’s business relationships, operating results, and business generally; (iv) risks that the proposed acquisition disrupts Sotheby’s current plans and operations and potential difficulties in Sotheby’s employee retention as a result of the proposed acquisition; (v) risks related to diverting management’s attention from our ongoing business operations; (vi) potential litigation that has been or may be instituted against Sotheby or its directors or officers related to the proposed acquisition or the merger agreement between the parties to the proposed acquisition; (vii) the amount of the costs, fees, expenses and other charges related to the proposed acquisition; and (ix) such other factors as are set forth in Sotheby’s periodic public filings with the SEC, including but not limited to those described under the headings “Risk Factors” and “Forward Looking Statements” in its Forms 10-K for the fiscal year ended December 31, 2018 and in its other filings made with the SEC from time to time, which are available via the SEC’s website at www.sec.gov.

Forward-looking statements reflect the views and assumptions of management as of the date of this communication with respect to future events. Sotheby’s does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this release does not constitute an admission by Sotheby’s or any other person that the events or circumstances described in such statement are material.

About Sotheby’s

Sotheby’s has been uniting collectors with world-class works of art since 1744. Sotheby’s became the first international auction house when it expanded from London to New York (1955), the first to conduct sales in Hong Kong (1973), India (1992) and France (2001), and the first international fine art auction house in China (2012). Today, Sotheby’s presents auctions in 10 different salesrooms, including New York, London, Hong Kong and Paris, and Sotheby’s BidNow program allows visitors to view all auctions live online and place bids from anywhere in the world. Sotheby’s offers collectors the resources of Sotheby’s Financial Services, the world’s only full-service art financing company, as well as the collection, artist, estate & foundation advisory services of its subsidiary, Art Agency, Partners. Sotheby’s presents private sale opportunities in more than 70 categories, including S|2, the gallery arm of Sotheby's Global Fine Art Division, and three retail businesses: Sotheby’s Wine, Sotheby’s Diamonds, and Sotheby’s Home, the online marketplace for interior design. Sotheby’s has a global network of 80 offices in 40 countries and is the oldest company listed on the New York Stock Exchange (BID).

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XML

Document and Entity Information Document	Sep. 05, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 05, 2019
Entity Registrant Name	Sotheby's
Entity Central Index Key	0000823094
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-9750
Entity Tax Identification Number	38-2478409
Entity Address, Address Line One	1334 York Avenue
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10021
City Area Code	212
Local Phone Number	606-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	BID
Security Exchange Name	NYSE
Entity Emerging Growth Company	false