TIFFANY Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.>
directors (the Board) of Tiffany Co. (the Company) approved the
increase to the size of the Board to provide for three (3)
additional directors and appointed each of Roger Farah, James
Lillie and Francesco Trapani to the Board, and Mr. Trapani to the
Search Committee and the Nominating/Corporate Governance
Committee of the Board, in each case in accordance with the terms
of the Cooperation Agreement, dated as of February 20, 2017,
between the Company and JANA Partners LLC (JANA), and solely with
respect to Mr. Trapani, in accordance with the terms of the
Cooperation Agreement, dated as of February 20, 2017, between the
Company and Mr. Trapani, in each case, as described in Item 1.01
of, and filed as an exhibit to, the Companys Current Report on
Form 8-K filed with the Securities and Exchange Commission on
February 21, 2017.
each of Messrs. Trapani, Farah and Lillie became entitled to
receive compensation in the same manner as the Companys other
non-employee directors in accordance with the Discussion of
Director Compensation Table included in the Companys definitive
proxy statement on Schedule 14A filed on April 8, 2016 with the
Securities and Exchange Commission.
the Securities and Exchange Commission on February 22, 2017, the
Company understands and hereby discloses that Mr. Trapani entered
into a nomination agreement with JANA, dated as of February 8,
2017 (the Nominee Agreement) relating to Mr. Trapanis nomination
to the Board and containing standard indemnification provisions
relating to his nomination by JANA and any related proxy
solicitation and providing for a payment of $250,000. Under the
Nominee Agreement, Mr. Trapani agreed to hold shares of the
Companys common stock (Shares) with a market-value equal to
$250,000 as of the date of his appointment, subject to certain
exceptions, until the later of when Mr. Trapani is no longer a
director of the Company and three years. The Nominee Agreement
also provides for a cash settled stock appreciation right to
which, subject to certain exceptions, JANA will pay Mr. Trapani,
with reference to approximately 37,500 Shares in three years and
approximately 37,500 Shares in five years, the increase in value
from the stock price on the date of the Nominee Agreement and the
lesser of the stock price and the 30-day volume weighted average
price on such anniversary.
Change in Fiscal Year
Restated By-laws (the By-laws) to amend Section 2.02 thereof to
provide that the Board shall determine the number of directors
that shall constitute the entire Board from time to time;
provided, that the number of directors shall be no less than
eight (8) and no more than fifteen (15) (rather than the number
of directors which constitutes the entire Board being ten (10),
as set forth in the By-laws prior to such amendment).
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.
Principles for the Company (the Principles) to amend Section 1.e
to provide that (i) from time to time, the Nominating/Corporate
Governance Committee of the Board will recommend to the Board the
optimal number of directors constituting the entire Board, such
number to be within the range authorized to the Bylaws, and (ii)
the number of directors constituting the entire Board shall be
twelve (12) (rather than the number of directors which
constitutes the entire Board being ten (10), as set forth in the
Principles prior to such amendment). The foregoing description of
the changes effected by the amendment to the Principles is
qualified by reference to the full text of the Principles, as so
amended, a copy of which is attached hereto as Exhibit 10.40 to
this Form 8-K.
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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
6, 2017 |
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10.40
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Corporate Governance Principles, as last amended March
6, 2017 |
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 -0.41 at 89.91 with 2,169,145 shares trading hands.