UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: February 2, 2009
TIFFANY & CO.
(Exact name of Registrant as specified in its charter)
Delaware 1-9494 13-3228013
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
727 Fifth Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 755-8000
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 (see General Instruction A.2. below):
[ ] 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 8.01 Other Events.
Registrant makes various grants and awards of cash, stock and stock units, and
provides various benefits, to its executive officers and other management
employees pursuant to its 2005 Employee Incentive Plan and pursuant to various
retirement plans, formal agreements and informal agreements. As part of its
annual review of compensation, the Compensation Committee of Registrant's Board
of Directors made various changes at the end of fiscal year 2008. Forms of
changed awards, terms and agreements subject to such changes made are attached
as exhibits hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.106a Amendments Nos. 1 and 2, dated July 12, 2006 and
December 23, 2008 respectively, to Amended and
Restated Tiffany and Company Executive
Deferral Plan as previously amended effective
November 23, 2005.
10.114 1994 Tiffany and Company Supplemental Retirement
Income Plan, Amended and Restated as of
January 31, 2009.
10.127c Form of 2009 Retention Agreement between and
among Registrant and Tiffany and Company
("Tiffany") and those executive officers
indicated within the form and Appendices I and
II to such Agreement.
10.137 Summary of arrangements for the payment of
premiums on life insurance policies owned by
executive officers.
10.138 2004 Tiffany and Company Un-funded Retirement
Income Plan to Recognize Compensation in Excess
of Internal Revenue Code Limits, Amended and
Restated as of January 12, 2009.
10.140b Terms of 2009 Performance-Based Restricted
Stock Unit Grants to Executive Officers under
Registrant's 2005 Employee Incentive Plan as
adopted on January 28, 2009 for use with grants
made that same date.
10.144b Stock Option Award (Transferable Non-Qualified
Option) under Registrant's 2005 Employee
Incentive Plan as revised January 14, 2009 (form
used for grants made to Executive Officers
subsequent to that date).
10.150a Terms of Time-Vested Restricted Stock Unit
Grants under Registrant's 2005 Employee
Incentive Plan as revised January 14, 2009(form
used for grants made to employees other than
Executive Officers subsequent to that date).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TIFFANY & CO.
BY: /s/ Patrick B. Dorsey
______________________________________
Patrick B. Dorsey
Senior Vice President, General Counsel
and Secretary
Date: February 2, 2009
EXHIBIT INDEX
Exhibit No. Description
10.106a Amendments Nos. 1 and 2, dated July 12, 2006 and
December 23, 2008 respectively, to Amended and
Restated Tiffany and Company Executive Deferral Plan
as previously amended effective November 23, 2005.
10.114 1994 Tiffany and Company Supplemental Retirement
Income Plan, Amended and Restated as of January 31,
2009.
10.127c Form of 2009 Retention Agreement between and among
Registrant and Tiffany and Company ("Tiffany") and
those executive officers indicated within the form
and Appendices I and II to such Agreement.
10.137 Summary of arrangements for the payment of premiums
on life insurance policies owned by executive
officers.
10.138 2004 Tiffany and Company Un-funded Retirement Income
Plan to Recognize Compensation in Excess of Internal
Revenue Code Limits, Amended and Restated as of
January 12, 2009.
10.140b Terms of 2009 Performance-Based Restricted Stock Unit
Grants to Executive Officers under Registrant's 2005
Employee Incentive Plan as adopted on January 28,
2009 for use with grants made that same date.
10.144b Stock Option Award (Transferable Non-Qualified
Option) under Registrant's 2005 Employee Incentive
Plan as revised January 14, 2009 (form used for
grants made to Executive Officers subsequent to that
date).
10.150a Terms of Time-Vested Restricted Stock Unit Grants
under Registrant's 2005 Employee Incentive Plan as
revised January 14, 2009 (form used for grants made
to employees other than Executive Officers subsequent
to that date).