Current Report Filing (8-k)
June 03 2020 - 5:16PM
Edgar (US Regulatory)
false0000098246
0000098246
2020-06-03
2020-06-03
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 3, 2020
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, NY 10010
(Address of principle executive offices and 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:
|
|
|
|
|
|
☐
|
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 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
|
☐
|
|
|
|
|
|
|
|
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
|
☐
|
|
|
|
|
|
|
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
On June 1, 2020, 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 ten 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
|
85,095,414
|
416,069
|
593,736
|
7,136,049
|
|
|
Rose Marie Bravo
|
80,680,017
|
4,810,950
|
614,252
|
7,136,049
|
|
|
Hafize Gaye Erkan
|
85,306,218
|
151,922
|
647,079
|
7,136,049
|
|
|
Roger N. Farah
|
83,795,012
|
1,712,447
|
597,760
|
7,136,049
|
|
|
Jane Hertzmark Hudis
|
85,338,128
|
148,966
|
618,125
|
7,136,049
|
|
|
Abby F. Kohnstamm
|
82,032,241
|
3,424,593
|
648,385
|
7,136,049
|
|
|
James E. Lillie
|
85,393,377
|
110,362
|
601,480
|
7,136,049
|
|
|
William A. Shutzer
|
83,629,803
|
1,825,417
|
649,999
|
7,136,049
|
|
|
Robert S. Singer
|
84,910,014
|
594,593
|
600,612
|
7,136,049
|
|
|
Annie Young-Scrivner
|
84,894,268
|
612,566
|
598,385
|
7,136,049
|
|
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, 2021.
|
|
|
|
|
|
|
|
Number
of Shares
Voted For
|
Number of
Shares Voted
Against
|
Number of
Shares
Abstaining
|
Number of
Broker
Non-Votes
|
|
89,663,404
|
3,038,784
|
539,080
|
---
|
Proposal Three. Approval, on an advisory basis, of the compensation paid to Registrant’s named executive officers in the fiscal year ended January 31, 2020.
|
|
|
|
|
|
|
|
Number
of Shares
Voted For
|
Number of
Shares Voted
Against
|
Number of
Shares
Abstaining
|
Number of
Broker
Non-Votes
|
|
75,177,651
|
10,297,314
|
630,254
|
7,136,049
|
|
|
|
|
|
|
Item 7.01
|
Regulation FD Disclosure.
|
Registrant plans to report its financial results for the first quarter ended April 30, 2020 on June 9, 2020 by issuing a news release, rather than on June 5, 2020 as previously announced by Registrant on March 20, 2020.
Registrant makes awards of restricted stock units to its directors pursuant to its Tiffany & Co. 2017 Directors Equity Compensation Plan (the “2017 Directors Equity Compensation Plan”). On June 1, 2020, Registrant’s Board of Directors approved additional restricted stock unit grant terms under the 2017 Directors Equity Compensation Plan. The form of such additional terms is attached as Exhibit 10.16c to this Current Report on Form 8-K and incorporated herein by reference.
|
|
|
|
|
|
Item 9.01
|
Financial Statements and Exhibits
|
|
(d)
|
Exhibits
|
|
|
|
|
10.16c
|
Terms of Restricted Stock Unit Grant under Registrant’s 2017 Directors Equity Compensation Plan, effective June 1, 2020.
|
|
|
|
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 3, 2020
|
|
|
EXHIBIT INDEX
Tiffany (NYSE:TIF)
Historical Stock Chart
From Mar 2024 to Apr 2024
Tiffany (NYSE:TIF)
Historical Stock Chart
From Apr 2023 to Apr 2024
