Sotheby's Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-12-05: Form 8-K; Period of report 2019-12-04; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2019-11-13: Form 8-K; Period of report 2019-11-13; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2019-10-28: Form 8-K; Period of report 2019-10-28; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2019-10-03: Form 8-K; Period of report 2019-10-03; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-12-05 | 8-K | 2019-12-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 4, 2019, Sotheby’s (the “Company”) announced that Valentino D. Carlotti will step down from this position as Executive Vice President, Global Head of Business Development, effective December 6, 2019. | a8-kwithxbrl125neo.htm |
| 2019-11-13 | 8-K | 2019-11-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 13, 2019, the Company announced that, effective immediately, Kevin M. Delaney will step down from his position as Senior Vice President, Corporate Controller and Chief Accounting Officer of the Company. | a8-kwithxbrlnovember13.htm |
| 2019-10-28 | 8-K | 2019-10-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 28, 2019, the Company announced that, effective immediately, Thomas S. Smith, Jr. will step down from his position as President and Chief Executive Officer of the Company. | a8-kwithxbrloctober282.htm |
| 2019-10-03 | 8-K | 2019-10-03 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 1.02 On October 3, 2019, the Company repaid all of its outstanding indebtedness under the credit agreement dated as of June 26, 2018, as amended or supplemented, among, inter alios, the Company, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent. 2.01 The information set forth in the Introductory Note and under Items 3.03, 5.01, 5.02, 5.03 and 8.01 is incorporated herein by reference into this Item 2.01. 2.04 On September 10, 2019, Merger Sub made an offer to purchase (the “Change of Control Tender Offer”) any and all of the Company’s outstanding $400,000,000 4.875% Senior Notes due 2025 (the “Target Notes”) upon the terms and subject to the conditions set forth in an Offer to Purchase dated September 10, 2019. 3.01 On September 23, 2019, in connection with the consummation of the Merger, the Company (i) notified the New York Stock Exchange (the “NYSE”) of the closing date of the Merger, (ii) requested that the NYSE suspend trading of Company Common Stock as soon as practicable after the Effective Time and (iii) requested that the NYSE remove Company Common Stock from listing and file a Form 25 with the SEC to report the delisting of Company Common Stock from the NYSE. 5.01 As a result of the consummation of the Merger, a change of control of the registrant occurred, and the Company became an indirect wholly-owned subsidiary of Parent. 5.02 In connection with the consummation of the Merger, all of the members of the Board of Directors of the Company immediately prior to the Effective Time ceased to be directors of the Company at the Effective Time and Jean-Luc Berrebi became a director of the Company. 5.03 As of the Effective Time, the Amended and Restated Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1. | a8-kclosingxbrl.htm |
| 2019-09-19 | 8-K | 2019-09-19 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on June 16, 2019, Sotheby’s (the “Company”) entered into the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, BidFair USA Inc., a Delaware corporation (formerly a Delaware limited liability company known as BidFair USA LLC) (“Parent”) and BidFair MergeRight Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). | a8-kclosedatexbrl.htm |
| 2019-09-05 | 8-K | 2019-09-05 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Sotheby’s held a Special Meeting of the Stockholders on September 5, 2019 (the “Meeting”). | a8-kwithxbrlshareholde.htm |
| 2019-07-30 | 8-K | 2019-07-30 | 2.02 Results of Operations and Financial Condition | 2.02 On July 30, 2019, Sotheby's (the "Registrant") issued a press release discussing its results of operations for the three and six months ended June 30, 2019. | a8-k_bidxearningsx6302019.htm |
| 2019-07-23 | 8-K | 2019-07-23 | 7.01 Regulation FD Disclosure | 7.01 On July 23, 2019, Sotheby’s (the “Company”) announced on its website that it does not intend to hold a conference call to discuss its financial results for the second quarter and six months ended June 30, 2019 due to the proposed acquisition of the Company by BidFair USA LLC (“Parent”) pursuant to the Agreement and Plan of Merger, dated as of June 16, 2019, by and among the Company, Parent and BidFair MergeRight Inc. The announcement also states that more detailed information regarding the proposed acquisition and the Company’s financial results are included in the Company’s preliminary proxy statement, filed with the SEC on July 12, 2019, and its Form 10-Q for the second quarter of 2019, which is expected to be filed with the SEC on July 30, 2019. | a8-k_bidxfdbody.htm |
| 2019-07-03 | 8-K | 2019-07-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 1, 2019, Sotheby’s (the “Company”) announced that, effective immediately, David Goodman will leave his position as Executive Vice President, Digital Development and Marketing, of the Company. | a8-k_dgdeparture.htm |
| 2019-06-17 | 8-K | 2019-06-16 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On June 16, 2019, concurrently with the execution of the Merger Agreement, Parent and Merger Sub entered into a Voting and Support Agreement (the “Voting Agreement”) with certain funds affiliated with Third Point LLC, Domenico De Sole, and Thomas S. Smith Jr., each a stockholder of the Company, pursuant to which such stockholders agreed, among other things, to vote their shares of Common Stock in favor of the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, and agreed to certain restrictions on their ability to take actions with respect to the Company and their shares of Common Stock. | d766624d8k.htm |
| 2019-05-10 | 8-K | 2019-05-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On May 9, 2019, the Board of Directors (the “Board”) of Sotheby’s (the “Company”) appointed Michael J. Wolf to the Board, pursuant to the Support Agreement, dated May 4, 2014, among the Company, Third Point LLC and the other parties thereto. 5.07 Sotheby’s held its 2019 Annual Meeting of the Stockholders on May 9, 2019 (the “Meeting”). | a8-k_shareholdervotexmay2019.htm |
| 2019-05-02 | 8-K | 2019-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2019, Sotheby's (the "Company") issued a press release discussing its results of operations for the three months ended March 31, 2019. | a8-k_bidxearnings3312019.htm |
| 2019-02-28 | 8-K | 2019-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 On February 28, 2019, Sotheby's (the "Registrant") issued a press release discussing its results of operations for the fourth quarter and year ended December 31, 2018. | a8-k_bidxearningsbody.htm |
| 2019-02-14 | 8-K | 2019-02-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Sotheby’s held a Special Meeting of the Stockholders on February 14, 2019 (the “Meeting”). | a8-k_shareholdervotexfeb2019.htm |