TIFFANY Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On March 16, 2017, the Companys Board resolved to amend the
Companys Restated By-laws (the By-laws) as follows (section
references provided in the description below are as reflected in
the full text of the By-laws, as so amended, other than with
respect to sections that have been removed from the By-laws, as
so amended):
Companys Restated By-laws (the By-laws) as follows (section
references provided in the description below are as reflected in
the full text of the By-laws, as so amended, other than with
respect to sections that have been removed from the By-laws, as
so amended):
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Amend Section 1.03 to provide that meetings at which a
quorum is not present may be adjourned by the chair of the meeting or the holders of the majority of the voting power of the outstanding shares of capital stock entitled to be voted at the meeting that are present (rather than by the stockholders that are present, as set forth in the By-laws prior to such amendment); |
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Amend Section 1.08 to provide that, other than in respect
of the 2017 Annual Meeting of Shareholders, for nominations or other business to be brought before an annual meeting by a stockholder, such stockholder (and any nominee so nominated) must provide certain additional information in respect thereof and documents (including agreeing to certain undertakings) not previously required; |
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Add a new Section 1.09 requiring that a stockholder that
has submitted a stockholder notice to Section 1.08 must be present (or have a qualified representative present) at the applicable meeting of stockholders for a nomination or item of business submitted by such stockholder to such notice to be considered; |
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Remove Section 2.07 requiring that the Board meet
immediately following the adjournment of the annual meeting of the stockholders; |
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Amend Section 2.07 to clarify that members of the Board or
any committees thereof may participate in meetings by means of a conference telephone call or other communications equipment by means of which all persons participating in the meeting can hear each other, and that such participation shall constitute presence in person at any such meeting; |
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Amend Section 2.08 to (i) remove the reference to the Vice
Chairman of the Board and (ii) provide that notice delivered by letter, by transmitted facsimile, by electronic mail, by telegram or by personal communication either over the telephone or otherwise to the directors of special meetings of the Board shall be delivered, in each case, not later than 24 hours prior to the meeting (rather than 48 hours, as set forth in the By-laws prior to such amendment); |
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Amend Section 2.11 to (i) provide that the chairman of the
applicable committee, the Chairman of the Board or the Chief Executive Officer (and, if no chairman of the committee has been appointed, any member of such committee) may call a special meeting of a committee (rather than any officer of the Corporation being able to do so, as set forth in the By-laws prior to such amendment), (ii) clarify that, only in respect of any committee composed of one member, such member shall constitute a quorum for a meeting of such committee (rather than a majority of the committee members, as set forth in the By-laws prior to such amendment) and (iii) provide that the committee shall either report committee |
minutes, or provide a copy of such minutes, at the next regular
meeting of the Board (rather than being required to report at the
next regular meeting of the Board, as set forth in the By-laws
prior to such amendment);
meeting of the Board (rather than being required to report at the
next regular meeting of the Board, as set forth in the By-laws
prior to such amendment);
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Amend Section 3.01 to (i) provide that the Board may, in
its discretion, elect a Chairman of the Board from its members and (ii) remove the references to Chairman of the Board, Chief Operating Officer and Vice Chairman of the Board from the list of officers of the Company; |
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Amend Section 3.05 to remove the references to the
President and Vice Chairman of the Board from the list of persons that may execute powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation in the name of and on behalf of the Corporation; |
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Amend Section 4.01 to remove the references to Chairman of
the Board and Vice Chairman of the Board from the list of persons that may sign certificates representing shares of stock of the Corporation in the name of the Corporation; |
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Amend Section 6.01 to clarify the scope of the
indemnification obligations of the Company, including in respect of covered persons and losses eligible for indemnification; |
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Add a new Section 6.02 to provide for the advancement by
the Company of certain expenses actually and reasonably incurred by persons eligible for indemnification by the Company under Section 6.01; |
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Amend Section 6.03 to provide that the right to advancement
of expenses provided for in Section 6.02 are not exclusive; |
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Amend Section 6.04 to provide for conforming changes to
Section 6.01, as revised; and |
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Provide for certain other changes that are not substantive
in nature, as reflected in the full text of the By-laws. |
The foregoing description of the changes effected by the
amendment to the By-laws is qualified by reference to the full
text of the By-laws, as so amended, a copy of which is attached
as Exhibit 3.2 to this Form 8-K.
amendment to the By-laws is qualified by reference to the full
text of the By-laws, as so amended, a copy of which is attached
as Exhibit 3.2 to this Form 8-K.
Item 8.01 Other Events
On March 16, 2017, the Board adopted revised Corporate Governance
Principles for the Company, which reflect, among other items,
certain changes to conform with the Companys By-laws. The
foregoing description of the changes effected by the amendment to
the Corporate Governance Principles is qualified by reference to
the full text of the Corporate Governance Principles, as so
amended, a copy of which is attached hereto as Exhibit 10.42 to
this Form 8-K.
Principles for the Company, which reflect, among other items,
certain changes to conform with the Companys By-laws. The
foregoing description of the changes effected by the amendment to
the Corporate Governance Principles is qualified by reference to
the full text of the Corporate Governance Principles, as so
amended, a copy of which is attached hereto as Exhibit 10.42 to
this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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Exhibit No.
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Description
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3.2
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Restated By-laws of Tiffany Co., as last amended March
16, 2017 |
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10.42
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Corporate Governance Principles, as last amended March
16, 2017 |
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About TIFFANY & CO. (NYSE:TIF)
Tiffany & Co. is a holding company that operates through its subsidiary companies. The Company’s principal subsidiary, Tiffany and Company (Tiffany), is a jeweler and specialty retailer. Through its subsidiaries, the Company designs and manufactures products and operates TIFFANY & CO. retail stores. The Company’s segments include Americas, Asia-Pacific, Japan, Europe and Other. The Americas segment includes sale in Company-operated TIFFANY & CO. stores in the United States, Canada and Latin America. The Asia-Pacific segment includes over 80 Company-operated TIFFANY & CO. stores in China, Korea, Hong Kong, Taiwan, Australia, Singapore, Macau, Malaysia and Thailand. The Japan segment includes approximately 60 Company-operated TIFFANY & CO. stores. The retail sales in Europe are transacted in over 40 Company-operated TIFFANY & CO. stores. The Other segment includes retail sales and wholesale distribution; wholesale sales of diamonds, and licensing agreements. TIFFANY & CO. (NYSE:TIF) Recent Trading Information
TIFFANY & CO. (NYSE:TIF) closed its last trading session down -0.04 at 89.98 with 2,257,745 shares trading hands.
