SOTHEBYS (Form: 8-K, Received: 12/03/2018 13:21:45)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


F ORM 8-K



CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	December 3, 2018
	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))

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 o

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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 3, 2018, Sotheby’s (the “Company”) announced that the Company is eliminating its Chief Operating Officer role and implementing related organizational changes. As a result, Adam Chinn, Executive Vice President and Chief Operating Officer of the Company, will leave the Company effective December 31, 2018. Mr. Chinn’s departure qualifies as a termination other than for “cause” for purposes of his Employment Agreement, dated January 11, 2016, with the Company (the “Employment Agreement”) and he will receive severance in accordance therewith. Additionally, Mr. Chinn will be entitled to continued vesting of his 5,860 restricted stock units and 31,902 performance share units that are scheduled to vest in March 2019, subject to the achievement of the performance criteria applicable to the performance share units.

The terms of the post-termination non-competition and non-solicitation covenants to which Mr. Chinn is subject pursuant to the Employment Agreement and the Purchase Agreement, dated January 11, 2016, among the Company, Mr. Chinn and the other parties thereto pursuant to which the Company purchased Art Agency, Partners, will continue to apply.


Item 7.01	Regulation FD Disclosure

On December 3, 2018, the Company issued a press release announcing its organizational changes. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

The information under this Item 7.01 of this current report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and, as a result, such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01	Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Sotheby's dated December 3, 2018.

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:	December 3, 2018

Exhibit Index

Exhibit No. Description

99.1 Press Release of Sotheby's dated December 3, 2018.

Exhibit 99.1

New York | +1 212 606 7176 | Lauren Gioia | Lauren.Gioia@Sothebys.com

SOTHEBY’S ANNOUNCES THE APPOINTMENT OF

JOHN CAHILL AS EVP, CHIEF COMMERCIAL OFFICER

KEN CITRON AS EVP, OPERATIONS & CHIEF TRANSFORMATION OFFICER

NEW YORK, 3 December 2018 - Sotheby’s (NYSE: BID) is pleased to announce the appointment of John Cahill to the role of Executive Vice President, Chief Commercial Officer, and Ken Citron to the role of Executive Vice President, Operations & Chief Transformation Officer. The two new positions assume the previous role of Sotheby’s Chief Operating Officer held by Adam Chinn, who will be leaving the company at the end of the year. Cahill and Citron will join Sotheby’s in January, working closely with the Company’s leadership around the globe and reporting directly to Tad Smith, Sotheby’s CEO.

“John and Ken are dynamic and seasoned executives who bring both outstanding expertise in their respective fields as well as considerable art world experience to Sotheby’s,” said Tad Smith, Sotheby’s CEO, adding, “Their deep knowledge of our industry and clients will be of significant benefit to Sotheby’s customers and shareholders.”

John Cahill joins Sotheby’s from his eponymous firm, Cahill Cossu Noh & Robinson, one of the most successful full service art law practices in the industry. John has spent the last 20 years immersed in the art world, working on behalf of the industry’s leading collectors, dealers, advisors, and estates on transactional and litigation matters.

In his new role as Chief Commercial Officer, John will oversee the Company’s global deal making affairs with clients, including our lending business, Sotheby’s Financial Services. “John’s experience and in particular his visibility into the sophisticated inner workings of the transactional side of the art world positions him well to continue our focus on superior deal making and the right commercial decisions for our company,” commented Tad Smith.

John’s tenure includes several years as the General Counsel of Phillips, a partner at Berger Stern & Webb LLP, and counsel to Friedman Kaplan Seiler & Adelman LLP. John received his law degree from the University of Michigan Law School and graduated from Harpur College at Binghamton University.

As Sotheby’s new EVP, Operations & Chief Transformation Officer, Ken Citron will be positioned at the intersection of logistics, services and technology to drive performance improvement across all operations.

Before joining Sotheby’s as a consultant earlier this fall, Ken spent five years at Christie’s as the Chief Operating Officer, overseeing all operations and site management for their 54 offices around the world, and leading a digital transformation. Prior to Christie’s, Ken held senior information and operations positions at the publisher Rodale Inc. and Sony Music Inc.

Exhibit 99.1

Tad Smith, added, “Ken’s proven track record in operations and technology, combined with his deep understanding of the specific requirements of our industry, will help us elevate every aspect of what we do.”

Ken received his BSE in Engineering and Management Systems from Princeton University, and his MBA from the Wharton School at the University of Pennsylvania.

About Sotheby’s

Sotheby’s has been uniting collectors with world-class works of art since 1744. Sotheby’s became the first international auction house when it expanded from London to New York (1955), the first to conduct sales in Hong Kong (1973), India (1992) and France (2001), and the first international fine art auction house in China (2012). Today, Sotheby’s presents auctions in 10 different salesrooms, including New York, London, Hong Kong and Paris, and Sotheby’s BidNow program allows visitors to view all auctions live online and place bids from anywhere in the world. Sotheby’s offers collectors the resources of Sotheby’s Financial Services , the world’s only full-service art financing company, as well as the collection, artist, estate & foundation advisory services of its subsidiary, Art Agency, Partners . Sotheby’s presents private sale opportunities in more than 70 categories, including S|2, the gallery arm of Sotheby's Global Fine Art Division, and three retail businesses: Sotheby’s Wine, Sotheby’s Diamonds, and Sotheby’s Home, the online marketplace for interior design. Sotheby’s has a global network of 80 offices in 40 countries and is the oldest company listed on the New York Stock Exchange (BID).