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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
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As required by that certain Cooperation Agreement, dated as of February 20, 2017 (the “Agreement”), by and between JANA Partners LLC (“JANA”) and Tiffany & Co. (the “Company”), the Company has delivered a notice to JANA that the Company will include each of Roger Farah, James Lillie and Francesco Trapani on the Company’s slate of director nominees for the 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”). The remainder of the slate will be announced in the ordinary course in the Company’s proxy statement for the 2019 Annual Meeting. In the interim, the Company’s board of directors (the “Board”) is working with a leading search firm to identify additional qualified director candidates.
The Board accelerated the determination to re-nominate Messrs. Farah, Lillie and Trapani solely to accommodate the timeline set forth in the Agreement. Pursuant to the Agreement, JANA is required to notify the Company by no later than the close of business on December 13, 2018 as to whether JANA agrees to the inclusion of these three directors on the slate for the 2019 Annual Meeting. If JANA agrees to the inclusion of Messrs. Farah, Lillie and Trapani on such slate, the Standstill Period (as defined in the Agreement) will be extended, on and subject to the terms set forth in the Agreement, to the date that is thirty (30) days prior to the expiration of the Company’s advance notice period for the nomination of directors at the 2020 Annual Meeting of Stockholders. If JANA disagrees with such inclusion, the Standstill Period will terminate, subject to the terms of the Agreement, on the date that is thirty (30) days prior to the expiration of the Company’s advance notice period for the nomination of directors at the 2019 Annual Meeting.
The Agreement is described in Item 1.01 of, and a complete copy of the Agreement is filed as Exhibit 10.37 to, the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2017.
TIFFANY & CO.
By: /s/ Leigh M. Harlan
Leigh M. Harlan
Senior Vice President, Secretary
and General Counsel
Date: December 6, 2018