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: May 24, 2018

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 24, 2018, 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
100,687,630

332,356

93,575

7,807,821

Rose Marie Bravo
97,386,005

2,437,395

1,290,161

7,807,821

Roger N. Farah
99,258,413

1,731,878

123,270

7,807,821

Lawrence K. Fish
100,125,199

892,349

96,013

7,807,821

Abby F. Kohnstamm
96,939,446

2,944,936

1,229,179

7,807,821

James E. Lillie
100,600,415

387,082

126,064

7,807,821

William A. Shutzer
99,355,853

1,623,236

134,472

7,807,821

Robert S. Singer
99,367,810

1,622,723

123,028

7,807,821

Francesco Trapani
100,326,825

663,023

123,713

7,807,821

Annie Young-Scrivner
100,821,396

171,675

120,490

7,807,821



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, 2019.

Number
of Shares
Voted For
Number of
Shares Voted
Against
Number of
Shares
Abstaining
Number of
Broker
Non-Votes
106,950,099
1,875,764
95,519
---


Proposal Three.  Approval, on an advisory basis, of the compensation paid to Registrant’s named executive officers in the fiscal year ended January 31, 2018. 

Number
of Shares
Voted For
Number of
Shares Voted
Against
Number of
Shares
Abstaining
Number of
Broker
Non-Votes
72,584,669
27,992,554
536,338
7,807,821

Item 8.01
Other Events.

At a meeting of the Board of Directors of Registrant, held on May 24, 2018, the Board adopted revised Corporate Governance Principles for Registrant. The amended and restated Corporate Governance Principles are attached hereto as Exhibit 10.37 to this Current Report on Form 8-K.






On May 24, 2018, Registrant issued a news release announcing that its Board of Directors has declared a 10% increase in the quarterly dividend rate on its Common Stock. This action increases the rate from $0.50 per share to a new rate of $0.55 per share, effective with the next payment on July 10, 2018. A copy of the May 24, 2018 news release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01
Financial Statements and Exhibits
 
 
(d)
Exhibits
 
 
10.37
Corporate Governance Principles, amended and restated effective May 24, 2018.
 
 
99.1
News Release dated May 24, 2018.

    





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: May 24, 2018
 
 





EXHIBIT INDEX


Exhibit No.
Description