TIFFANY & CO Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-12-11: Form 8-K; Period of report 2017-12-11; Description 8.01 Other Events; Details 8.01.
- 2017-12-05: Form 8-K; Period of report 2017-12-05; Description 8.01 Other Events; Details 8.01.
- 2017-11-29: Form 8-K; Period of report 2017-11-29; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2017-11-21: Form 8-K; Period of report 2017-11-21; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-12-11 | 8-K | 2017-12-11 | 8.01 Other Events | 8.01 As previously disclosed, on December 5, 2017, Tiffany & Co. (the “Company”) delivered notice, as required pursuant to that certain Cooperation Agreement, dated as of February 20, 2017 (the “Agreement”), by and between JANA Partners LLC (“JANA”) and the Company, 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 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). | a8-k12112017.htm |
| 2017-12-05 | 8-K | 2017-12-05 | 8.01 Other Events | 8.01 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 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). | tiffany8k1204.htm |
| 2017-11-29 | 8-K | 2017-11-29 | 2.02 Results of Operations and Financial Condition | 2.02 On November 29, 2017, Registrant issued a news release announcing its unaudited earnings and results of operations for the third quarter ended October 31, 2017. | form8-k11292017.htm |
| 2017-11-21 | 8-K | 2017-11-21 | 8.01 Other Events | 8.01 Registrant maintains a share ownership policy for its executive officers and directors. | form8-k11212017.htm |
| 2017-10-02 | 8-K | 2017-10-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously announced in the Registrant’s Current Report on Form 8-K dated July 12, 2017 (the “Prior Disclosure”), Alessandro Bogliolo has been appointed as Chief Executive Officer of the Registrant, with the effective date of such appointment commencing no later than October 2, 2017, subject to Work Authorization having been obtained as described in the Prior Disclosure. | form8-k10x02x17.htm |
| 2017-09-27 | 8-K | 2017-09-27 | 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | 5.05 On September 21, 2017, Registrant’s Board of Directors adopted certain clarifying and other amendments to Registrant’s Code of Business and Ethical Conduct. | a8-k09272017.htm |
| 2017-09-21 | 8-K | 2017-09-21 | 8.01 Other Events | 8.01 On September 21, 2017, the Registrant issued a news release announcing that its Board of Directors (the “Board”) has elected Roger N. Farah as Chairman, effective October 2, 2017. | a8-k09212017.htm |
| 2017-08-24 | 8-K | 2017-08-24 | 2.02 Results of Operations and Financial Condition | 2.02 On August 24, 2017, Registrant issued a news release announcing its unaudited earnings and results of operations for the second quarter ended July 31, 2017. | a8-k08242017.htm |
| 2017-07-26 | 8-K | 2017-07-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 20, 2017, the Registrant’s Board of Directors appointed Michael Rinaldo, Vice President - Controller, as the principal accounting officer of the Registrant. | a8-k07262017.htm |
| 2017-07-13 | 8-K | 2017-07-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 12, 2017, Registrant’s Board of Directors (the “Board”) appointed Alessandro Bogliolo as Chief Executive Officer, commencing as soon as possible, but in no event later than October 2, 2017, subject to Work Authorization having been obtained as described below (his commencement date, the “Effective Date”). | a8k7122017.htm |
| 2017-06-01 | 8-K | 2017-06-01 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On May 25, 2017, Registrant held its annual meeting of shareholders. 8.01 As noted in Item 5.07 above, on May 25, 2017, at the annual meeting of shareholders, the shareholders of Registrant approved the adoption of the Tiffany & Co. 2017 Directors Equity Compensation Plan (the “2017 Directors Plan” or the “Plan”). | a8k060117.htm |
| 2017-05-25 | 8-K | 2017-05-25 | 8.01 Other Events | 8.01 On May 25, 2017, Registrant issued a news release announcing that its Board of Directors has declared an 11% increase in the quarterly dividend rate on its Common Stock. | a8-k05252017.htm |
| 2017-05-24 | 8-K | 2017-05-24 | 2.02 Results of Operations and Financial Condition | 2.02 On May 24, 2017, Registrant issued a news release announcing its unaudited earnings and results of operations for the first quarter ended April 30, 2017. | a8-k05242017.htm |
| 2017-04-25 | 8-K | 2017-04-25 | 8.01 Other Events | 8.01 As previously disclosed by Registrant, Registrant and its wholly owned subsidiaries, Tiffany and Company and Tiffany (NJ) Inc. (Registrant and such subsidiaries, together, the “Tiffany Parties”) took action in the courts of the Netherlands seeking to annul the arbitration award issued on December 21, 2013 (the “Arbitration Award”) in favor of the Swatch Group Ltd. (“Swatch”) and its wholly owned subsidiary Tiffany Watch Co. (together with Swatch, the “Swatch Parties”). | a8-kapril2017.htm |
| 2017-03-17 | 8-K | 2017-03-17 | 2.02 Results of Operations and Financial Condition | 2.02 On March 17, 2017, Registrant issued a news release announcing its unaudited earnings and results of operations for the fourth quarter and full year ended January 31, 2017. | a8-k03172017.htm |
| 2017-03-16 | 8-K | 2017-03-16 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 8.01 On March 16, 2017, the Board adopted revised Corporate Governance Principles for the Company, which reflect, among other items, certain changes to conform with the Company’s By-laws. | a8-k03162017.htm |
| 2017-03-07 | 8-K/A | 2017-02-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) As previously reported, Frederic Cumenal stepped down from his role as Chief Executive Officer of Tiffany & Co. (the “Company”), effective as of February 5, 2017. | a8-ka2x5x2017.htm |
| 2017-03-07 | 8-K | 2017-03-06 | 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; 8.01 Other Events | 5.02 (d) On March 6, 2017 (the “Effective Date”), the board of directors (the “Board”) of Tiffany & Co. (the “Company”) approved the increase to the size of the Board to provide for three (3) additional directors and appointed each of Roger Farah, James Lillie and Francesco Trapani to the Board, and Mr. Trapani to the Search Committee and the Nominating/Corporate Governance Committee of the Board, in each case in accordance with the terms of the Cooperation Agreement, dated as of February 20, 2017, between the Company and JANA Partners LLC (“JANA”), and solely with respect to Mr. Trapani, in accordance with the terms of the Cooperation Agreement, dated as of February 20, 2017, between the Company and Mr. Trapani, in each case, as described in Item 1.01 of, and filed as an exhibit to, the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2017. 5.03 On March 6, 2017, the Board resolved to amend the Company’s Restated By-laws (the “By-laws”) to amend Section 2.02 thereof to provide that the Board shall determine the number of directors that shall constitute the entire Board from time to time; provided, that the number of directors shall be no less than eight (8) and no more than fifteen (15) (rather than the number of directors which constitutes the entire Board being ten (10), as set forth in the By-laws prior to such amendment). 8.01 On March 6, 2017, the Board adopted revised Corporate Governance Principles for the Company (the “Principles”) to amend Section 1.e to provide that (i) from time to time, the Nominating/Corporate Governance Committee of the Board will recommend to the Board the optimal number of directors constituting the entire Board, such number to be within the range authorized pursuant to the By‑laws, and (ii) the number of directors constituting the entire Board shall be twelve (12) (rather than the number of directors which constitutes the entire Board being ten (10), as set forth in the Principles prior to such amendment). | a8-k03062017.htm |
| 2017-02-22 | 8-K/A | 2017-02-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (c) As previously disclosed, the Company’s Board of Directors (the “Board”) appointed Michael J. Kowalski as the Company’s Interim Chief Executive Officer, effective as of February 5, 2017. | tiffany8ka-0217.htm |
| 2017-02-21 | 8-K | 2017-02-20 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.02 The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02. 7.01 A copy of the joint press release issued by the Company and JANA on February 21, 2017 describing the entry into the JANA Agreement and the Trapani Agreement and the appointments of Messrs. | tif-8k_0221.htm |
| 2017-02-06 | 8-K | 2017-02-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 (b) On February 5, 2017, Frederic Cumenal, the principal executive officer of Tiffany & Co. (the “Company”), stepped down from his position as Chief Executive Officer of the Company, effective immediately. 7.01 A copy of the press release issued by the Company on February 5, 2017 announcing Mr. Cumenal’s departure as Chief Executive Officer of the Company, Mr. Kowalski’s appointment as his successor as Interim Chief Executive Officer, and the Company’s statements regarding its 2016 guidance is filed herewith as Exhibit 99.1. | tiffany-8k_020517.htm |
| 2017-01-25 | 8-K | 2017-01-25 | 8.01 Other Events | 8.01 At a meeting of Registrant’s Board of Directors (the “Board”), held on January 19, 2017, the Board adopted revised Corporate Governance Principles for Registrant. | a8-k01252017.htm |
| 2017-01-17 | 8-K | 2017-01-17 | 2.06 Material Impairments; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.06 As previously disclosed, the Registrant is engaged in a multi-year program to evaluate and, where appropriate, upgrade and/or replace certain of its information systems. 7.01 On January 17, 2017, the Registrant issued a news release announcing its unaudited sales results for the period from November 1 to December 31, 2016. 8.01 On January 17, 2017, the Registrant issued a news release announcing that Reed Krakoff will become Chief Artistic Officer of Tiffany and Company (“Tiffany”), a wholly owned subsidiary of the Registrant, effective February 1, 2017. | a8-k01172017.htm |