0000098246-14-000078.txt : 20140319 0000098246-14-000078.hdr.sgml : 20140319 20140319081559 ACCESSION NUMBER: 0000098246-14-000078 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140319 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140319 DATE AS OF CHANGE: 20140319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIFFANY & CO CENTRAL INDEX KEY: 0000098246 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 133228013 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09494 FILM NUMBER: 14702703 BUSINESS ADDRESS: STREET 1: 727 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122305321 MAIL ADDRESS: STREET 1: 727 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 a8k03192014.htm 8-K 8K 03192014


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: March 19, 2014
 
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 (see General Instruction A.2. below):
 
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))




Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 19, 2014, the Registrant announced that Ralph Nicoletti will become its next executive vice president and chief financial officer, effective April 2, 2014. Prior to joining the Registrant, Mr. Nicoletti, 56, held the role of executive vice president and chief financial officer for Cigna Corporation, the global health services and insurance company from 2011 to 2013, and for Alberto Culver, Inc., a manufacturer and distributor of health and beauty products, from 2007 to 2011. Previously, Mr. Nicoletti held a number of financial management positions at Kraft Foods, Inc. during his tenure there from 1979 to 2007. 

Tiffany and Company, a direct wholly owned subsidiary of the Registrant, has agreed to provide Mr. Nicoletti with a base salary of $750,000 and equity and cash incentive awards as awarded by the Compensation Committee of the Registrant’s Board of Directors.

The Registrant also announced on March 19, 2014 that James N. Fernandez, its chief operating officer and chief financial officer, will retire in July 2014. Mr. Fernandez has been chief financial officer since the resignation of the previous chief financial officer in November 2013 and had also served as chief financial officer from 1989 to 2011. Mr. Nicoletti will replace him as chief financial officer of the Registrant on April 2, 2014.

A copy of the press release announcing Mr. Nicoletti’s appointment and Mr. Fernandez’s retirement is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits
      
(d)                Exhibits

99.1                    Press Release dated March 19, 2014.













2





SIGNATURE
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.
 
 
 
 
 
 
TIFFANY & CO.
 
 
(Registrant)
 
 
 
 
By: /s/ Patrick B. Dorsey
 
 
Patrick B. Dorsey
 
 
Senior Vice President, Secretary
 
 
and General Counsel
Date: March 19, 2014
 
 











3





EXHIBIT INDEX


Exhibit No.
Description        


99.1
Press Release dated March 19, 2014.






















4





EX-99.1 2 exhibit991.htm EXHIBIT Exhibit 99.1


Exhibit 99.1
TIFFANY & CO.
NEWS RELEASE
 
Fifth Avenue & 57th Street
 
 
 
Contacts:
New York, N.Y. 10022
 
 
 
Mark L. Aaron
 
 
 
 
212-230-5301
 
 
 
 
mark.aaron@tiffany.com
 
 
 
 
 
 
 
 
 
Linda Buckley
 
 
 
 
212-277-5900
 
 
 
 
linda.buckley@tiffany.com
 
                                
TIFFANY NAMES RALPH NICOLETTI AS CHIEF FINANCIAL OFFICER;
JIM FERNANDEZ, TIFFANY’S VETERAN COO AND CFO, TO RETIRE

New York, N.Y., March 19, 2014 - Tiffany & Co. (NYSE: TIF) today announced that Ralph Nicoletti will become its next executive vice president and chief financial officer. His appointment to those offices will become effective on April 2, 2014.

The Company also announced the intention of James N. Fernandez, chief operating officer and chief financial officer, to retire in July.

Mr. Nicoletti, 56, will be based in New York and responsible for the Company’s worldwide financial functions and information technology. He will report to Michael J. Kowalski, chairman and chief executive officer.

Mr. Nicoletti joins Tiffany from CIGNA, the global health services and insurance company, where he was executive vice president and chief financial officer. Prior to that, he was executive vice president and chief financial officer at Alberto Culver and held various financial management positions at Kraft Foods.

“We have made key management additions to our organization in recent years,” said Mr. Kowalski. “Our first-class finance and IT functions and Ralph’s leadership experience and global perspective will be valuable to Tiffany’s continued worldwide expansion.”

Mr. Fernandez has been chief financial officer since the resignation of the previous chief financial officer last November and had also served as chief financial officer from 1989 to 2011. Mr. Fernandez, 58, a 30-year veteran of Tiffany, has been Tiffany’s chief operating officer since 2011. Upon his retirement, the title of chief operating officer will be eliminated and, instead, Tiffany’s senior vice president of global operations and customer service and the senior vice president of manufacturing, diamonds and gemstones will report directly to Mr. Kowalski.



1






Mr. Kowalski added, “Jim Fernandez has made enormous contributions to Tiffany’s financial success and global expansion over the past three decades. In addition to his extraordinary leadership of the financial and information technology organizations at Tiffany, Jim also played a critical role in building a world-class distribution, manufacturing, and diamond-sourcing infrastructure. I, along with all my Tiffany
colleagues, will be forever grateful for Jim’s immense contributions to the Company’s success, his always wise counsel, and his enduring friendship.”

Tiffany & Co. operates jewelry stores and manufactures products through its subsidiary corporations. Its principal subsidiary is Tiffany and Company. The Company operates TIFFANY & CO. retail stores in the Americas, Asia-Pacific, Japan and Europe, as well as in the United Arab Emirates and Russia. It also engages in direct selling through Internet, catalog and business gift operations. For more information, please visit www.tiffany.com or call the shareholder information line at 800-TIF-0110.

# # #


























2