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