| 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 | ||
| May 12, 2017 | ||
| Date of Report (Date of Earliest Event Reported) | ||
| Sotheby's | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 1-9750 | 38-2478409 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1334 York Avenue | ||
| New York, NY | 10021 | |
| (Address of principal executive offices) | (Zip Code) | |
| (212) 606-7000 | ||
| (Registrant's telephone number, including area code) | ||
| 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)) | ||||
Item 5.07 Submission of Matters to a Vote of Security Holders.
Sotheby’s (the "Company") held its 2017 Annual Meeting of the Stockholders on May 12, 2017 (the “Meeting”). The number of shares of common stock present at the Meeting was 40,511,311, or 75.85%, of the shares of common stock outstanding on March 17, 2017, the record date for the Meeting. At the Meeting, the following items were submitted to a vote of stockholders:
(1) Election of Directors. All nominees were elected pursuant to the following votes:
| Number of Votes* | |||||||||
| Director | FOR | WITHHELD | ABSTAIN | ||||||
| Jessica M. Bibliowicz | 36,889,729 | 200,687 | 19,447 | ||||||
| Linus W. L. Cheung | 37,046,607 | 44,081 | 19,175 | ||||||
| Kevin C. Conroy | 36,903,865 | 186,751 | 19,247 | ||||||
| Domenico De Sole | 37,021,904 | 59,315 | 28,644 | ||||||
| The Duke of Devonshire | 36,957,031 | 132,311 | 20,521 | ||||||
| Daniel S. Loeb | 36,944,182 | 145,502 | 20,179 | ||||||
| Olivier Reza | 36,962,309 | 128,061 | 19,493 | ||||||
| Marsha E. Simms | 37,056,693 | 33,678 | 19,492 | ||||||
| Thomas S. Smith, Jr. | 37,038,906 | 51,289 | 19,668 | ||||||
| Diana L. Taylor | 36,880,520 | 208,883 | 20,460 | ||||||
| Dennis M. Weibling | 36,732,249 | 348,974 | 28,640 | ||||||
| Harry J. Wilson | 36,835,041 | 246,057 | 28,765 | ||||||
________
* Does not include 3,401,448 broker non-votes.
(2) Advisory Proposal on executive compensation. The matter was approved with the following vote:
| Number of votes FOR | 36,385,714 | |
| Number of votes AGAINST | 700,918 | |
| Number of votes ABSTAINING | 23,231 | |
| Number of votes BROKER NON-VOTES | 3,401,448 | |
(3) Advisory proposal on frequency of the executive compensation proposal. The matter was approved with the following vote:
| Number of votes for ONE YEAR | 32,489,637 | |
| Number of votes for TWO YEARS | 98,338 | |
| Number of votes for THREE YEARS | 4,500,742 | |
| Number of votes ABSTAINING | 21,146 | |
| Number of votes BROKER NON-VOTES | 3,401,448 | |
Based on these results, and consistent with the Board of Directors' recommendation in the proxy statement, the Board has determined to hold an advisory vote on executive compensation annually.
(4) Ratification of appointment of Deloitte & Touche LLP as the Company's independent public accounting firm for 2017. The matter was approved with the following vote:
| Number of votes FOR | 39,810,946 | |
| Number of votes AGAINST | 666,592 | |
| Number of votes ABSTAINING | 33,773 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOTHEBY'S | |||
| By: | /s/ David G. Schwartz | ||
| David G. Schwartz | |||
| Senior Vice President, | |||
| Chief Securities Counsel and | |||
| Corporate Secretary | |||
| Date: | May 15, 2017 | ||