|
| | |
| 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 3, 2018 | |
| | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
Sotheby’s (the "Company") held its 2018 Annual Meeting of the Stockholders on May 3, 2018 (the “Meeting”). The number of shares of common stock present at the Meeting was 47,794,514, or 91%, of the shares of common stock outstanding on March 12, 2018, 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 | | AGAINST | | ABSTAIN |
| Jessica M. Bibliowicz | | 45,041,995 |
| | 53,114 |
| | 26,717 |
|
| Linus W. L. Cheung | | 45,080,171 |
| | 14,526 |
| | 27,129 |
|
| Kevin C. Conroy | | 45,041,395 |
| | 52,995 |
| | 27,436 |
|
| Domenico De Sole | | 44,983,754 |
| | 73,565 |
| | 64,507 |
|
| The Duke of Devonshire | | 44,988,602 |
| | 105,387 |
| | 27,837 |
|
| Daniel S. Loeb | | 45,040,784 |
| | 68,086 |
| | 12,956 |
|
| Marsha E. Simms | | 45,080,732 |
| | 14,294 |
| | 26,800 |
|
| Thomas S. Smith, Jr. | | 45,051,804 |
| | 42,830 |
| | 27,192 |
|
| Diana L. Taylor | | 44,907,590 |
| | 187,555 |
| | 26,681 |
|
| Dennis M. Weibling | | 44,906,126 |
| | 188,410 |
| | 27,290 |
|
| Harry J. Wilson | | 44,946,364 |
| | 90,408 |
| | 85,054 |
|
________
* Does not include 2,672,688 broker non-votes.
(2) Advisory vote on executive compensation. The matter was approved with the following vote:
|
| | |
| Number of votes FOR | 44,393,686 |
|
| Number of votes AGAINST | 708,487 |
|
| Number of votes ABSTAINING | 19,653 |
|
| Number of votes BROKER NON-VOTES | 2,672,688 |
|
(3) Approval of change in director compensation. The matter was approved with the following vote:
|
| | |
| Number of votes FOR | 44,954,239 |
|
| Number of votes AGAINST | 88,176 |
|
| Number of votes ABSTAINING | 79,411 |
|
| Number of votes BROKER NON-VOTES | 2,672,688 |
|
(4) Approval of the 2018 Equity Incentive Plan. The matter was approved with the following vote:
|
| | |
| Number of votes FOR | 42,884,052 |
|
| Number of votes AGAINST | 2,220,558 |
|
| Number of votes ABSTAINING | 17,216 |
|
| Number of votes BROKER NON-VOTES | 2,672,688 |
|
(5) Ratification of appointment of Deloitte & Touche LLP as the Company's independent public accounting firm for 2018. The matter was approved with the following vote:
|
| | |
| Number of votes FOR | 47,266,992 |
|
| Number of votes AGAINST | 516,965 |
|
| Number of votes ABSTAINING | 10,557 |
|
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 4, 2018 |
