8K072114

0000098246-14-000202.txt : 20140721 0000098246-14-000202.hdr.sgml : 20140721 20140721091219 ACCESSION NUMBER: 0000098246-14-000202 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140721 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: 20140721 DATE AS OF CHANGE: 20140721 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: 14983750 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 a8k072114.htm 8-K 8K072114

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: July 21, 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:



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 July 21, 2014, Registrant announced that its chief executive officer, Michael J. Kowalski, will retire effective March 31, 2015. Mr. Kowalski, who is also a member of Registrant’s Board of Directors (the “Board”) will continue to serve on the Board, in the role of non-Executive chairman. Mr. Kowalski, 62, has served as Registrant’s chief executive officer since 1999 and assumed the role of chairman of the Board in 2003.

Registrant also announced that the Board has named Frederic Cumenal to succeed Mr. Kowalski as chief executive officer, effective April 1, 2015. In September 2013, Mr. Cumenal, 54, was appointed president of Registrant, with responsibilities for worldwide sales and distribution as well as Registrant’s design, merchandising and marketing functions. At that time he was also appointed to a newly created seat on the Board. Mr. Cumenal initially joined Registrant in March 2011 as an executive vice president with responsibilities for sales and distribution. In the preceding 15 years, he held senior leadership positions in LVMH Group’s wine and spirits businesses, most recently as president and chief executive officer of Moët & Chandon, S.A. Mr. Cumenal previously served as chief executive officer of Domaine Chandon, and was managing director of Moët Hennessy Europe.

The material plans, contracts and arrangements to which Mr. Cumenal is a party or in which he participates are disclosed in Registrant’s Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as filed with the United States Securities and Exchange Commission on April 10, 2014, and are incorporated by reference herein. No amendments to Mr. Cumenal's employment agreement or executive compensation arrangement have been made at this time, but will be reported if and when made and approved by the Compensation Committee of the Board.

A copy of the press release issued by Registrant announcing Mr. Kowalski’s planned retirement as chief executive officer and Mr. Cumenal’s selection as his successor is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits


(d)	Exhibits


99.1	Press Release dated July 21, 2014.

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/ Leigh M. Harlan
		Leigh M. Harlan
		Senior Vice President, Secretary
		and General Counsel
Date: July 21, 2014

EXHIBIT INDEX


Exhibit No.	Description


99.1	Press Release dated July 21, 2014.

EX-99.1 2 exhibit991.htm EXHIBIT Exhibit991

Exhibit 99.1

TIFFANY & CO.

NEWS RELEASE



Fifth Avenue & 57^th Street				Contact:
New York, N.Y. 10022				Mark L. Aaron
				212-230-5301
				Mark.aaron@tiffany.com

TIFFANY’S MICHAEL KOWALSKI TO RETIRE AS CEO IN 2015;

FREDERIC CUMENAL, PRESIDENT, NAMED AS SUCCESSOR

New York, July 21, 2014 -- Tiffany & Co. (NYSE - TIF) announced today that its long-standing chief executive officer, Michael J. Kowalski, will retire from the company effective March 31, 2015. Mr. Kowalski, who has been a member of the company’s Board of Directors since 1995, will continue to serve on the Board, in the role of non-Executive chairman. The Board has named Frederic Cumenal, currently the company’s president, to succeed Mr. Kowalski as chief executive officer effective April 1, 2015.

Mr. Kowalski, 62, joined Tiffany in 1983, became chief executive officer in 1999 and assumed the role of chairman of the Board in 2003.

Mr. Cumenal, 54, joined Tiffany in 2011 as executive vice president with responsibilities for worldwide sales and distribution. In 2013, his responsibilities were expanded to include the design, merchandising and marketing functions, and he was promoted to president and appointed to Tiffany’s Board of Directors.

Mr. Kowalski said, “I am immensely satisfied by what we have accomplished at Tiffany over the past 30 years, and I am confident that the company is superbly positioned for the future. Frederic Cumenal is ideally suited to succeed me as chief executive officer, and we will continue to work closely together to ensure a seamless transition. I look forward to continuing in the role of chairman of the Board.”

Mr. Cumenal added, “This is an extraordinary company with a fantastic heritage and an exciting future. I am deeply honored to be selected as its leader and look forward enthusiastically to capitalizing on the many opportunities ahead.”

Company Description

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, Europe, the United Arab Emirates and Russia, and engages in direct selling through Internet, catalog and business gift operations. For more information, please visit www.tiffany.com or call our shareholder information line at 800-TIF-0110.

This press release contains certain “forward-looking” statements concerning the Company’s objectives and expectations with respect to operations and financial results. Actual results might differ materially from those in the forward-looking statements. Information concerning risk factors that could cause actual results to differ materially is set forth in the Company’s Form 10-K, 10-Q and 8-K reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

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