UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TOSECTION 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2019
Commission File Number:001-38655
Farfetch Limited
(Exact name of registrant as specified in its charter)
The Bower
211 Old Street
London EC1V 9NR
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F.
Form20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
Board Changes
On February 27, 2019, Qiangdong (Richard) Liu tendered his irrevocable resignation to the Board of Directors (the “Board”) of Farfetch Limited (“the Company”) effective immediately. On February 27, 2019, upon recommendation of the Board’s Nominating and Corporate Governance Committee, the Board appointed Dr. Jon Jianwen Liao, Chief Strategy Officer of JD.com, Inc. (“JD.com”), to serve on the Board effectively immediately as the representative of JD.com.
Contemporaneously with the appointment of Dr. Liao to the Board, the Company’s CEO, José Neves, and TGF Participations Limited (of which Mr. Neves is the sole named beneficiary) entered into an amended and restated Commitment Agreement with Kadi Group Holding Limited, a wholly-owned subsidiary of JD.com (the “Restated Commitment Agreement”). The Restated Commitment Agreement maintains the voting rights agreement previously in favor of Mr. Liu and, pursuant to the Restated Commitment Agreement, Mr. Neves agrees to exercise all voting rights held directly or indirectly by him in favor of any shareholder resolution proposing to appoint Dr. Liao or another senior executive of JD.com designated by JD.com (subject to the recommendation of the appointment by the Company’s Nominating and Governance Committee) as a director of the Company and to use all reasonable endeavors to seek commitment from certain other investors to support Dr. Liao or such other senior executive remaining as a director of the Company. This obligation is conditional on JD.com holding no less than 33,658,328 Class A ordinary shares of the Company (representing 16.2% of the Company’s outstanding Class A ordinary shares as of the date of the Form6-K), subject to appropriate adjustment for any share split, consolidation or similar event.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Farfetch Limited | ||||||
Date: February 28, 2019 | By: | /s/ James L. Maynard | ||||
James L. Maynard | ||||||
General Counsel & SVP Group Legal |