TIFFANY & CO. Item 5.07. Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
At the Special Meeting, Registrant's stockholders considered and voted upon the proposals described below, each of which is further described in the Definitive Proxy Statement. The final voting results for each proposal are set forth below.
Proposal One. Adoption of the Merger Agreement (the "Merger Proposal"):
Number Number of Number of Number of of Shares Shares Voted Shares Broker Voted For Against Abstaining Non-Votes 88,663,741 107,715 194,545 - Proposal Two. Approval, by non-binding, advisory vote, of certain compensation arrangements for Registrant's named executive officers in connection with the Merger: Number Number of Number of Number of of Shares Shares Voted Shares Broker Voted For Against Abstaining Non-Votes 33,193,896 55,404,001 368,104 -
Proposal Three. Adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal:
Because there were sufficient votes at the Special Meeting to approve the Merger Proposal, Registrant's stockholders were not asked to vote with respect to this third proposal at the Special Meeting.
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Forward-Looking Statements:
Certain statements in this communication including, without limitation, statements relating to the proposed acquisition and conditions to closing of the proposed acquisition, may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, each as amended. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed acquisition (and the anticipated benefits thereof) and about the future plans, assumptions and expectations for Registrant's business and its results. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as "anticipates," "believes," "expects," "intends," "plans," "projects," "may," "will," or other similar expressions may identify such forward-looking statements.
These and other forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that could cause actual
results to differ materially from those discussed in forward-looking statements,
including, as a result of factors, risks and uncertainties over which Registrant
has no control. The inclusion of such statements should not be regarded as a
representation that any plans, estimates or expectations will be achieved. You
should not place undue reliance on such statements. Important factors, risks and
uncertainties that could cause actual results to differ materially from such
plans, estimates or expectations include, but are not limited to, the following:
(i) conditions to the completion of the proposed acquisition may not be
satisfied or the regulatory approvals or waivers required for the proposed
acquisition may not be obtained or maintained, in each case, on the terms
expected or on the anticipated schedule; (ii) the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Merger Agreement between the parties to the proposed acquisition or affect the
ability of the parties to recognize the benefits of the proposed acquisition;
(iii) the effect of the announcement or pendency of the proposed acquisition on
Registrant's business relationships, operating results, and business generally;
(iv) risks that the proposed acquisition disrupts Registrant's current plans and
operations and potential difficulties in Registrant's employee retention;
(v) risks that the proposed acquisition may divert management's attention from
Registrant's ongoing business operations; (vi) potential litigation that may be
instituted against Registrant or its directors or officers related to the
proposed acquisition or the Merger Agreement between the parties to the proposed
acquisition and any adverse outcome of any such potential litigation; (vii) the
amount and timing of the costs, fees, expenses and other charges related to the
proposed acquisition, including in the event of any unexpected delays;
(viii) other risks to consummation of the proposed acquisition, including the
risk that the proposed acquisition will not be consummated within the expected
time period, or at all, which may affect Registrant's business and the price of
the common stock of Registrant; (ix) any adverse effects on Registrant by other
general industry, economic, business and/or competitive factors;
(x) the COVID-19 pandemic, including the duration and scope thereof, the
availability of a vaccine or cure that mitigates the effect of the virus, the
potential for additional waves of outbreaks and changes in financial, business,
travel and tourism, consumer discretionary spending and other general consumer
behaviors, political, public health and other conditions, circumstances,
requirements and practices resulting therefrom; (xi) protest activity in the
Forward-looking statements reflect the views and assumptions of management as of the date of this communication with respect to future events. Registrant does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this communication does not constitute an admission by Registrant or any other person that the events or circumstances described in such statement are material.
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