Tiffany & Co. and JANA Partners Announce Appointments of Three New Independent Directors to Tiffany & Co. Board of Directors
NEW YORK--(BUSINESS WIRE)--
Tiffany & Co. (NYSE: TIF) and JANA Partners LLC, which together with
Francesco Trapani owns approximately 5.1% of Tiffany's outstanding
shares, today announced agreements pursuant to which Tiffany & Co. will
appoint three new independent directors to its Board of Directors: Roger
Farah, James Lillie and Mr. Trapani, effective no later than March 6,
2017. With the addition of Messrs. Farah, Lillie and Trapani, the
Tiffany & Co. Board will increase from 10 to 13 members.
In addition, Mr. Trapani will join the Board's nominating and corporate
governance committee and the search committee formed by the Board of
Directors to oversee the Company's previously announced search for a new
chief executive officer. The search committee is being assisted by a
leading executive search firm.
Tiffany also announced that the Company will be limiting waivers under
the retirement age provisions in its governance documents, such that, in
accordance with the mandatory retirement age, one current director will
not stand for reelection at the 2017 Annual Meeting of Stockholders and
two current directors will not stand for reelection at the 2018 Annual
Meeting of Stockholders.
"We are excited to be adding such distinguished directors to our Board
as part of our ongoing process to refresh the Board, and we are pleased
to have worked cooperatively with JANA Partners to have met our
objective," said Michael J. Kowalski, Chairman of the Board of Directors
and Interim CEO. "These three new directors are all accomplished
executives with a broad range of relevant experience and skills that
will benefit all shareholders as we focus on accelerating the execution
of our core business strategies. We also believe the strength of our
Board will be an asset in our ongoing CEO search process. I look forward
to completing that process and welcoming our new CEO to our Board and,
after an appropriate period, I anticipate being able to relinquish my
responsibilities as Chairman to a successor."
In connection with the appointments, Tiffany & Co. has entered into
cooperation agreements with each of JANA Partners and Mr. Trapani. Under
the agreements, Tiffany & Co. will nominate Messrs. Farah, Lillie and
Trapani for election to the Board at the Company's 2017 Annual Meeting
of Shareholders and JANA Partners and Mr. Trapani have agreed to
customary standstill and voting commitments. Additionally, pursuant to
these agreements, JANA Partners and Mr. Trapani are committed to be
independent of each other going forward. Copies of the cooperation
agreements will be filed with the Securities and Exchange Commission.
Barry Rosenstein, Managing Partner of JANA Partners, commented, "We are
very pleased to have worked constructively with Tiffany & Co. to appoint
Roger, James and Francesco to the Board. Their fresh perspective and
unique insight will be invaluable as the Board keeps working to improve
performance and create shareholder value."
About Roger Farah. Roger N. Farah, 64, has served as the Co-Chief
Executive Officer and as a member of the board of Tory Burch LLC since
September 2014. Mr. Farah has over 40 years of experience in the
lifestyle products and retailing sectors. Mr. Farah was a member of the
board of Ralph Lauren Corporation from 2000 to 2014, where he also
served as President and Chief Operating Officer from 2000 to 2013 and as
Executive Vice Chairman from November 2013 to May 2014. Prior to joining
Ralph Lauren Corporation, he served as Chairman of the Board and Chief
Executive Officer of Venator Group, Inc. (now Foot Locker, Inc.), as
President and Chief Operating Officer of R.H. Macy & Co., Inc. and as
Chairman and Chief Executive Officer of Federated Merchandising
Services. Mr. Farah currently serves on the boards of The Progressive
Corporation and Aetna, Inc., and as a non-executive director of Metro
Bank PLC. Mr. Farah holds a B.S. in Economics from the University of
Pennsylvania, Wharton School of Business
About James Lillie. James Lillie, 55, is the former Chief
Executive Officer at Jarden Corporation. Mr. Lillie has over 20 years of
experience in the consumer products sector. Mr. Lillie held senior
positions at Jarden Corporation from August 2003 through the sale of the
company to Newell Brands in April 2016, including as Chief Operating
Officer immediately prior to assuming the role of Chief Executive
Officer. Prior to joining Jarden, Mr. Lillie served as Executive Vice
President of Operations at Moore Corporation Limited and held several
senior level management positions at portfolio companies of Kohlberg,
Kravis, Roberts & Company. Mr. Lillie serves on the boards of Nomad
Foods Limited and Royal Oak Charcoal, and previously served on the
boards of Radio Prisa in Spain and the US-China Business Council. Mr.
Lillie holds a B.A. from the University of Wisconsin.
About Francesco Trapani. Francesco Trapani, 59, is the former
Chief Executive Officer at Bulgari. Mr. Trapani has over three decades
of experience in the luxury retail sector. From 1984 until 2011, Mr.
Trapani led Bulgari, including in connection with the company's listing
on the Italian Stock Exchange, creation of Bulgari Hotels & Resorts, and
acquisition by LVMH in 2011. From 2011 to 2014, Mr. Trapani served as
Chairman and Chief Executive Officer of the LVMH Watches and Jewelry
Division. Mr. Trapani joined Clessidra SGR, the largest private equity
fund in Italy, as Executive Vice-Chairman in 2014, and later served as
Chairman of the Board until the company's sale in 2016. Mr. Trapani
holds a degree in business administration from the University of Naples.
Statements contained in this document that are not statements of
historical fact, including those that refer to the Company's strategies
and the pace of execution thereon, the Company's search for a successor
CEO and the Company's objectives to focus on improving performance and
creating shareholder value, are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
The potential risks and uncertainties that could cause the Company's
actual results, performance or achievements to differ from the predicted
results, performance or achievements include, among others, global
macroeconomic and geopolitical developments; changes in interest and
foreign currency rates; changes in taxation policies and regulations;
shifting tourism trends; regional instability, violence (including
terrorist activities), political activities or events, and weather
conditions that may affect local and tourist consumer spending; changes
in consumer confidence, preferences and shopping patterns, as well as
our ability to accurately predict and timely respond to such changes;
shifts in the Company's product and geographic sales mix; variations in
the cost and availability of diamonds, gemstones and precious metals;
changes in our competitive landscape; our ability to successfully
control costs and execute on, and achieve the expected benefits from,
our operational and strategic initiatives; and any difficulties or
delays we encounter in identifying a successor CEO.
Additional information about potential risks and uncertainties that
could affect the Company's business and financial results is included in
the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2016, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K. The Company undertakes no obligation to update or revise any
forward-looking statements to reflect subsequent events or
circumstances, except as required by applicable law or regulation.
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Tiffany & Co.
Mark L. Aaron, 212-230-5301
Source: Tiffany & Co.
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