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 1, 2017

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))
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 May 25, 2017, Registrant held its annual meeting of shareholders. Set forth below are the final voting results for each of the five 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
Michael J. Kowalski
102,295,774

997,769

277,584

8,616,156

Rose Marie Bravo
98,640,523

3,712,320

1,218,284

8,616,156

Gary E. Costley
102,521,531

911,796

137,800

8,616,156

Roger N. Farah
102,715,614

678,652

176,861

8,616,156

Lawrence K. Fish
102,510,899

959,473

100,755

8,616,156

Abby F. Kohnstamm
100,532,586

1,797,209

1,241,332

8,616,156

James E. Lillie
102,805,972

595,538

169,617

8,616,156

Charles K. Marquis
96,786,093

5,538,046

1,246,988

8,616,156

William A. Shutzer
101,838,593

1,594,931

137,603

8,616,156

Robert S. Singer
102,149,975

1,320,037

101,115

8,616,156

Francesco Trapani
102,795,251

683,012

92,864

8,616,156



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, 2018.

Number
of Shares
Voted For
Number of
Shares Voted
Against
Number of
Shares
Abstaining
Number of
Broker
Non-Votes
110,763,471
1,378,490
45,322
---


Proposal Three.  Approval, on an advisory basis, of the compensation paid to Registrant’s named executive officers in fiscal 2016. 

Number
of Shares
Voted For
Number of
Shares Voted
Against
Number of
Shares
Abstaining
Number of
Broker
Non-Votes
100,662,790
2,767,673
140,664
8,616,156






Proposal Four.  Preference, on an advisory basis, on the frequency of seeking shareholder approval of the compensation paid to Registrant's named executive officers.

1 Year
2 Years
3 Years
Number of
Shares
Abstaining
Number of
Broker
Non-Votes
98,886,767
213,386
4,411,403
59,571
8,616,156

Based on these results, Registrant has determined that it will solicit shareholder approval of the compensation paid to Registrant’s named executive officers on an annual basis.

Proposal Five.  Approval of the Tiffany & Co. 2017 Directors Equity Compensation Plan.

Number
of Shares
Voted For
Number of
Shares Voted
Against
Number of
Shares
Abstaining
Number of
Broker
Non-Votes
101,031,731
2,378,877
160,519
8,616,156



Item 8.01    Other Events.

As noted in Item 5.07 above, on May 25, 2017, at the annual meeting of shareholders, the shareholders of Registrant approved the adoption of the Tiffany & Co. 2017 Directors Equity Compensation Plan (the “2017 Directors Plan” or the “Plan”). The 2017 Directors Plan, which became effective immediately following such annual meeting (the “Effective Time”), replaces the 2008 Directors Equity Compensation Plan, under which no further awards may be granted after the Effective Time. Directors of Registrant who are not, at the time of an award under the 2017 Directors Plan, also employees of Registrant or any of its affiliated companies are eligible to participate in the Plan. The Tiffany & Co. 2014 Employee Incentive Plan, in which employees of Registrant and any of its subsidiaries are eligible to participate, remains in full force and effect. The 2017 Directors Plan is filed as Exhibit 10.38 to this Current Report on Form 8-K. The summary of the 2017 Directors Plan set forth above is qualified in its entirety by reference to such exhibit.

Item 9.01.    Financial Statements and Exhibits.

(d)
Exhibits

10.38
Tiffany & Co. 2017 Directors Equity Compensation Plan.





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: June 1, 2017
 
 





EXHIBIT INDEX


Exhibit No.
Description
10.38
Tiffany & Co. 2017 Directors Equity Compensation Plan.