Current Report Filing (8-k)
06 February 2017 - 10:31PM
Edgar (US Regulatory)
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 (Date of earliest event reported): February 5, 2017
TIFFANY
& CO.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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1-9494
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13-3228013
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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200
Fifth Avenue, New York, New York
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10010
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 755-8000
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 (
see
General Instruction A.2. below):
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(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.
(c)
On
February 5, 2017, the Company’s Board of Directors (the “Board”) appointed Michael J. Kowalski as the Company’s
Interim Chief Executive Officer, effective immediately. Biographical and other information regarding Mr. Kowalski is set forth
in the Company’s Proxy Statement in respect of its 2016 Annual Meeting, filed with the SEC on April 8, 2016. Mr. Kowalski
has also been appointed to the Dividend Committee of the Board.
The Company
will file an amendment to this Form 8-K to report any material plan, contract or amendment to which Mr. Kowalski is a party that
is entered into in connection with his appointment as Interim Chief Executive Officer.
Item 7.01 Regulation
FD Disclosure
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.
In accordance
with General Instruction B.2 of Form 8-K, the information set forth under Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, 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:
Exhibit
No.
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Description
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99.1
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Press
Release issued by Tiffany & Co. on February 5, 2017.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date:
February 6, 2017
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TIFFANY
& CO.
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By:
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/s/
Leigh M. Harlan
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Name:
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Leigh
M. Harlan
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Title:
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Senior
Vice President, Secretary and General Counsel
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EXHIBIT
INDEX
Exhibit
No.
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Description
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99.1
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Press
Release issued by Tiffany & Co. on February 5, 2017.
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