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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
 
 
 
 
 
 
September 5, 2019
 
 
 
Date of Report (Date of Earliest Event)
 
 
 
 
 
 
 
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,
New York
 
10021
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code: (212) 606-7000
(Former name or former address, if changed since last report)
 
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value
BID
NYSE

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 ☐

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 held a Special Meeting of the Stockholders on September 5, 2019 (the “Meeting”).  The number of shares of common stock present at the Meeting was 32,707,205 or 70.17% of the shares of common stock outstanding on August 6, 2019, the record date for the Meeting.  At the Meeting, the following items were submitted to a vote of stockholders.
(1) Proposal to adopt the Agreement and Plan of Merger, dated as of June 16, 2019, as it may be amended from time to time, by and among Sotheby’s, BidFair USA LLC, a Delaware limited liability company (“Parent”), and BidFair MergeRight Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Sotheby’s (the “merger”), with Sotheby’s continuing as the surviving corporation and a wholly owned subsidiary of Parent. The matter was approved with the following vote:

 
Number of votes FOR
29,889,912

 
Number of votes AGAINST
1,291,886

 
Number of votes ABSTAINING
1,525,407

(2) Proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Sotheby’s named executive officers in connection with the merger. The matter was approved with the following vote:

 
Number of votes FOR
27,973,107

 
Number of votes AGAINST
3,857,753

 
Number of votes ABSTAINING
876,345


Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits
99.1    Press Release of Sotheby's dated September 5, 2019.






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:
September 5, 2019





Exhibit Index

Exhibit No.    Description

99.1
101
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


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