Tiffany & Co. will add three members to its board of directors in an agreement with investment management firm JANA Partners LLC. The new members include Francesco Trapani, the former CEO of Bulgari.
JANA, led by activist investor Barry Rosenstein, and Trapani own approximately 5.1 percent of Tiffany's outstanding shares, Tiffany said in a statement Tuesday. The other new members are also associated with high profile companies: Roger Farah, the co-CEO of the fashion brand, Tory Burch, and James Lillie, the former CEO of the former consumer products conglomerate, Jarden Corp.
In addition, Michael J. Kowalski, plans to step down as board chairman, Tiffany said.
The new board members will be in place no later than March 6, according to the agreement. Trapani also will join the board's nominating and corporate governance committee and the search committee formed by Tiffany’s board of directors to oversee its search for a new CEO to replace Frederic Cumenal who resigned February 5.
Tiffany also said Tuesday it will be limiting waivers under the company’s retirement age provisions for board members. So one board member will relinquish his seat in 2017 and two board members will do the same in 2018.
“We are pleased to have worked cooperatively with JANA Partners to have met our objective,” said Kowalski, who also serves as Tiffany’s interim CEO until a replacement is found. “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.”
Kowalski adds, “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.”
As part of the agreement, JANA and Trapani have agreed to abide by customary standstill and voting commitments and agree to be “independent of each other going forward.”
“We are very pleased to have worked constructively with Tiffany & Co. to appoint Roger, James and Francesco to the Board,” Rosenstein said. “Their fresh perspective and unique insight will be invaluable as the Board keeps working to improve performance and create shareholder value.”
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