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 2, 2016

 
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))




Item 5.07    Submission of Matters to a Vote of Security Holders.  

On May 26, 2016, Registrant held its annual meeting of shareholders. Set forth below are the final voting results for each of the four 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
Michael J. Kowalski
100,684,225
1,053,106
78,061
9,011,439
Rose Marie Bravo
98,783,104
2,880,308
151,980
9,011,439
Gary E. Costley
100,909,814
726,992
178,586
9,011,439
Frederic Cumenal
100,756,074
934,744
124,574
9,011,439
Lawrence K. Fish
101,094,653
572,197
148,542
9,011,439
Abby F. Kohnstamm
100,342,293
1,252,569
220,530
9,011,439
Charles K. Marquis
98,130,464
3,523,637
161,291
9,011,439
Peter W. May
100,591,197
1,052,137
172,058
9,011,439
William A. Shutzer
100,100,817
1,525,388
189,187
9,011,439
Robert S. Singer
100,726,764
903,814
184,814
9,011,439


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, 2017.

Number
of Shares
Voted For
Number of
Shares Voted
Against
Number of
Shares
Abstaining
Number of
Broker
Non-Votes
109,929,636
829,725
67,470
---


Proposal Three.  Approval, on an advisory basis, of the compensation paid to Registrant’s named executive officers in fiscal 2015. 

Number
of Shares
Voted For
Number of
Shares Voted
Against
Number of
Shares
Abstaining
Number of
Broker
Non-Votes
98,314,071
3,192,293
309,028
9,011,439


Proposal Four.  Shareholder proposal that Registrant adopt a general payout policy that gives preference to share repurchases (relative to cash dividends) as a method to return capital to shareholders.

Number
of Shares
Voted For
Number of
Shares Voted
Against
Number of
Shares
Abstaining
Number of
Broker
Non-Votes
2,832,850
97,785,007
1,197,535
9,011,439



Item 8.01.    Other Events.
 
Registrant makes various grants and awards of restricted stock units and stock options to its directors pursuant to its Tiffany & Co. 2008 Directors Equity Compensation Plan (the “2008 Directors Equity Compensation Plan”).  As part of its annual review of non-management director compensation practices and arrangements, on May 26, 2016, the Nominating/Corporate Governance Committee of Registrant’s Board of Directors revised the stock option and restricted stock unit grant terms under the 2008 Directors Equity Compensation Plan.  The forms of such amended terms are attached as Exhibits 10.28c and 10.28d to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)
Exhibits

10.28c
Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant’s 2008 Directors Equity Compensation Plan, effective May 26, 2016.

10.28d
Terms of Restricted Stock Unit Grant under Registrant’s 2008 Directors Equity Compensation Plan, effective May 26, 2016. 




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 2, 2016




EXHIBIT INDEX


Exhibit No.
Description    

10.28c
Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant’s 2008 Directors Equity Compensation Plan, effective May 26, 2016.

10.28d
Terms of Restricted Stock Unit Grant under Registrant’s 2008 Directors Equity Compensation Plan, effective May 26, 2016.