Tiffany & Co. and JANA Partners Announce Appointments of Three New Independent Directors to Tiffany & Co. Board of Directors
February 21 2017 - 6:40AM
Business Wire
Tiffany & Co. (NYSE: TIF) and JANA Partners LLC, which
together with Francesco Trapani owns approximately 5.1% of
Tiffany’s outstanding shares, today announced agreements pursuant
to which Tiffany & Co. will appoint three new independent
directors to its Board of Directors: Roger Farah, James Lillie and
Mr. Trapani, effective no later than March 6, 2017. With the
addition of Messrs. Farah, Lillie and Trapani, the Tiffany &
Co. Board will increase from 10 to 13 members.
In addition, Mr. Trapani will join the Board’s nominating and
corporate governance committee and the search committee formed by
the Board of Directors to oversee the Company’s previously
announced search for a new chief executive officer. The search
committee is being assisted by a leading executive search firm.
Tiffany also announced that the Company will be limiting waivers
under the retirement age provisions in its governance documents,
such that, in accordance with the mandatory retirement age, one
current director will not stand for reelection at the 2017 Annual
Meeting of Stockholders and two current directors will not stand
for reelection at the 2018 Annual Meeting of Stockholders.
“We are excited to be adding such distinguished directors to our
Board as part of our ongoing process to refresh the Board, and we
are pleased to have worked cooperatively with JANA Partners to have
met our objective,” said Michael J. Kowalski, Chairman of the Board
of Directors and Interim CEO. “These three new directors are all
accomplished executives with a broad range of relevant experience
and skills that will benefit all shareholders as we focus on
accelerating the execution of our core business strategies. We also
believe the strength of our Board will be an asset in our ongoing
CEO search process. I look forward to completing that process and
welcoming our new CEO to our Board and, after an appropriate
period, I anticipate being able to relinquish my responsibilities
as Chairman to a successor.”
In connection with the appointments, Tiffany & Co. has
entered into cooperation agreements with each of JANA Partners and
Mr. Trapani. Under the agreements, Tiffany & Co. will nominate
Messrs. Farah, Lillie and Trapani for election to the Board at the
Company’s 2017 Annual Meeting of Shareholders and JANA Partners and
Mr. Trapani have agreed to customary standstill and voting
commitments. Additionally, pursuant to these agreements, JANA
Partners and Mr. Trapani are committed to be independent of each
other going forward. Copies of the cooperation agreements will be
filed with the Securities and Exchange Commission.
Barry Rosenstein, Managing Partner of JANA Partners, commented,
“We are very pleased to have worked constructively with Tiffany
& Co. to appoint Roger, James and Francesco to the Board. Their
fresh perspective and unique insight will be invaluable as the
Board keeps working to improve performance and create shareholder
value.”
About Roger Farah. Roger N. Farah, 64, has served as the
Co-Chief Executive Officer and as a member of the board of Tory
Burch LLC since September 2014. Mr. Farah has over 40 years of
experience in the lifestyle products and retailing sectors. Mr.
Farah was a member of the board of Ralph Lauren Corporation from
2000 to 2014, where he also served as President and Chief Operating
Officer from 2000 to 2013 and as Executive Vice Chairman from
November 2013 to May 2014. Prior to joining Ralph Lauren
Corporation, he served as Chairman of the Board and Chief Executive
Officer of Venator Group, Inc. (now Foot Locker, Inc.), as
President and Chief Operating Officer of R.H. Macy & Co., Inc.
and as Chairman and Chief Executive Officer of Federated
Merchandising Services. Mr. Farah currently serves on the boards of
The Progressive Corporation and Aetna, Inc., and as a non-executive
director of Metro Bank PLC. Mr. Farah holds a B.S. in Economics
from the University of Pennsylvania, Wharton School of Business
About James Lillie. James Lillie, 55, is the former Chief
Executive Officer at Jarden Corporation. Mr. Lillie has over 20
years of experience in the consumer products sector. Mr. Lillie
held senior positions at Jarden Corporation from August 2003
through the sale of the company to Newell Brands in April 2016,
including as Chief Operating Officer immediately prior to assuming
the role of Chief Executive Officer. Prior to joining Jarden, Mr.
Lillie served as Executive Vice President of Operations at Moore
Corporation Limited and held several senior level management
positions at portfolio companies of Kohlberg, Kravis, Roberts &
Company. Mr. Lillie serves on the boards of Nomad Foods Limited and
Royal Oak Charcoal, and previously served on the boards of Radio
Prisa in Spain and the US-China Business Council. Mr. Lillie holds
a B.A. from the University of Wisconsin.
About Francesco Trapani. Francesco Trapani, 59, is the former
Chief Executive Officer at Bulgari. Mr. Trapani has over three
decades of experience in the luxury retail sector. From 1984 until
2011, Mr. Trapani led Bulgari, including in connection with the
company's listing on the Italian Stock Exchange, creation of
Bulgari Hotels & Resorts, and acquisition by LVMH in 2011. From
2011 to 2014, Mr. Trapani served as Chairman and Chief Executive
Officer of the LVMH Watches and Jewelry Division. Mr. Trapani
joined Clessidra SGR, the largest private equity fund in Italy, as
Executive Vice-Chairman in 2014, and later served as Chairman of
the Board until the company’s sale in 2016. Mr. Trapani holds a
degree in business administration from the University of
Naples.
Forward-Looking
Statements
Statements contained in this document that are not statements of
historical fact, including those that refer to the Company's
strategies and the pace of execution thereon, the Company’s search
for a successor CEO and the Company's objectives to focus on
improving performance and creating shareholder value, are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.
The potential risks and uncertainties that could cause the
Company's actual results, performance or achievements to differ
from the predicted results, performance or achievements include,
among others, global macroeconomic and geopolitical developments;
changes in interest and foreign currency rates; changes in taxation
policies and regulations; shifting tourism trends; regional
instability, violence (including terrorist activities), political
activities or events, and weather conditions that may affect local
and tourist consumer spending; changes in consumer confidence,
preferences and shopping patterns, as well as our ability to
accurately predict and timely respond to such changes; shifts in
the Company's product and geographic sales mix; variations in the
cost and availability of diamonds, gemstones and precious metals;
changes in our competitive landscape; our ability to successfully
control costs and execute on, and achieve the expected benefits
from, our operational and strategic initiatives; and any
difficulties or delays we encounter in identifying a successor
CEO.
Additional information about potential risks and uncertainties
that could affect the Company's business and financial results is
included in the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 2016, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K. The Company undertakes no obligation
to update or revise any forward-looking statements to reflect
subsequent events or circumstances, except as required by
applicable law or regulation.
TIF-G
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Tiffany & Co.Mark L. Aaron, 212-230-5301Mark.Aaron@Tiffany.Com
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