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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| March 14, 2018 | |
| Date of Report (Date of Earliest Event Reported) | |
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| Sotheby's | |
(Exact name of registrant as specified in its charter) |
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Delaware | 1-9750 | 38-2478409 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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1334 York Avenue | | |
New York, NY | | 10021 |
(Address of principal executive offices) | | (Zip Code) |
| (212) 606-7000 | |
(Registrant's telephone number, including area code) |
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| | 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: |
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| | ¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | ¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ¨ | | 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 8.01 Other Events
Sotheby's has adopted a Rule 10b5-1 plan for the purpose of repurchasing shares of its Common Stock.
Any share repurchases under the Rule 10b5-1 plan will be made in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934. The plan has been established pursuant to, and as part of, Sotheby’s share repurchase program. As previously announced, on February 28, 2018, the Board of Directors of Sotheby’s approved a $100 million increase to the Company’s then existing unused $96 million share repurchase authorization.
A plan under Rule 10b5-1 allows a company to repurchase its shares at times when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. A broker selected by Sotheby’s will have the authority under the terms and limitations specified in the plan to repurchase shares on Sotheby’s behalf in accordance with the terms of the plan. Repurchases are subject to SEC regulations as well as certain price, market volume and timing constraints specified in the plan. Sotheby’s may terminate the plan at any time.
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 hereunto duly authorized.
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| | SOTHEBY'S | |
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| | By: | /s/ David G. Schwartz |
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| | | David G. Schwartz |
| | | Senior Vice President, |
| | | Chief Securities Counsel and Corporate Secretary |
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| | Date: | March 14, 2018 |