Document
false0000098246 0000098246 2020-05-18 2020-05-18
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: May 18, 2020
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, NY 10010
(Address of principle executive offices and zip code)
Registrant's telephone number, including area code: (212755-8000
 
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
TIF
New York Stock Exchange
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
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
 





Item 7.01
Regulation FD Disclosure
On May 18, 2020, Registrant issued a news release announcing that it is changing the format of its 2020 annual meeting of shareholders from an in-person meeting to a virtual one due to public health concerns surrounding the outbreak of the novel coronavirus (COVID-19). A copy of the May 18, 2020 news release is attached hereto as Exhibit 99.1 to this Form 8-K.
The information in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 Regulation FD Disclosure. In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.

Item 9.01
Financial Statements and Exhibits.


(d)
Exhibits.
 
 
99.1
News Release dated May 18, 2020.
 
 
 
 








SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, 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: May 18, 2020
 
 







EXHIBIT INDEX


Exhibit No.
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Exhibit


EXHIBIT 99.1
TIFFANY & CO.
NEWS RELEASE
Fifth Avenue & 57th Street
 
 
 
Contact:
New York, N.Y. 10022
 
 
 
Jason Wong
 
 
 
 
(973) 254-7612
 
 
 
 
jason.wong@tiffany.com

TIFFANY TO HOLD VIRTUAL 2020 ANNUAL SHAREHOLDER MEETING

New York, N.Y., May 18, 2020 - Tiffany & Co. (NYSE: TIF) (the “Company”) announced today that it is changing the format of its 2020 annual meeting of shareholders (the “2020 Annual Meeting”) from an in-person meeting to a virtual one due to public health concerns surrounding the outbreak of the novel coronavirus (COVID-19) and to prioritize the health and well-being of its employees, shareholders and other community members. The original date and time of the 2020 Annual Meeting, as well as the matters to be voted on at the 2020 Annual Meeting, remain unchanged.

Although shareholders will not be able to attend the 2020 Annual Meeting in person, they will be able to join the virtual meeting as set forth below:
Virtual Meeting Date: Monday, June 1, 2020
Virtual Meeting Time: 2:30 p.m. (EDT)
Virtual Meeting Link: www.virtualshareholdermeeting.com/TIF2020

Shareholders of record at the close of business on April 2, 2020, the record date for the 2020 Annual Meeting, are entitled to participate in the virtual meeting and will need their assigned 16-digit control number to vote shares electronically. Additionally, these shareholders can submit questions related to the matters to be voted on at the 2020 Annual Meeting during the live webcast of the meeting by using the instructions on the virtual meeting website. The control number can be found on the proxy card, voting instruction form, or other previously received notices. Those without a control number may attend the virtual meeting as guests but will not have the option to vote or ask questions. Technical assistance will be available for attendees who experience an issue accessing the virtual meeting. Contact information for technical support will appear on the virtual meeting website prior to the start of the 2020 Annual Meeting.

Whether or not shareholders plan to attend the 2020 Annual Meeting, all shareholders are encouraged to vote their shares and submit their proxy in advance of the meeting by one of the methods described in the previously distributed proxy materials for the 2020 Annual Meeting. The proxy card included with the previously distributed





proxy materials will not be updated to reflect the change to a virtual meeting format and may continue to be used to vote shares in connection with the 2020 Annual Meeting. Shareholders who have already voted their shares do not need to vote them again because of this change in meeting format. Any shareholder who has not voted prior to the day of the 2020 Annual Meeting may do so by following the applicable voting instructions on the virtual meeting website.

A list of shareholders entitled to vote at the 2020 Annual Meeting will be available for review by interested shareholders at the offices of the Company, 200 Fifth Avenue, New York, NY, beginning on May 22, 2020. Please contact the Company’s Investor Relations Department by sending an email to jason.wong@tiffany.com if you wish to inspect the list prior to the meeting. To access the list during the 2020 Annual Meeting, please use the virtual meeting link set forth above.

About Tiffany & Co.:
In 1837, Charles Lewis Tiffany founded his company in New York City where his store was soon acclaimed as the palace of jewels for its exceptional gemstones. Since then, TIFFANY & CO. has become synonymous with elegance, innovative design, fine craftsmanship and creative excellence. During the 20th century fame thrived worldwide with store network expansion and continuous cultural relevance, as exemplified by Truman Capote’s Breakfast at Tiffany’s and the film starring Audrey Hepburn.

Today, with more than 14,000 employees, TIFFANY & CO. and its subsidiaries design, manufacture and market jewelry, watches and luxury accessories - including more than 5,000 skilled artisans who cut diamonds and craft jewelry in the Company’s workshops, realizing its commitment to superlative quality. The Company operates more than 300 TIFFANY & CO. retail stores worldwide as part of its omnichannel approach. To learn more about TIFFANY & CO. as well as its commitment to sustainability, please visit www.tiffany.com.


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