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
March 17, 2005
(Date of Report)
March 14, 2005
(Date of earliest event reported)
SOTHEBY'S HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Michigan 1-9750 38-2478409
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
38500 Woodward Avenue, Suite 100
Bloomfield Hills, Michigan 48303
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(Address of principal executive offices) (Zip Code)
(248) 646-2400
(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 1.01. Entry into a Material Definitive Agreement
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On March 14, 2005, the Board of Directors of Sotheby's Holdings, Inc. (the
"Company") amended and restated the 1998 Stock Compensation Plan for
Non-Employee Directors, to be effective as of May 4, 2005. Under the amended and
restated plan, as the equity portion of compensation for non-officer Directors,
the Company will issue $35,000 in shares of the Company's Class A Common Stock
annually to each director, to be paid in quarterly installments based on the
closing price per share of this stock on the New York Stock Exchange on the
business day immediately preceding the quarterly issuance date. The Company has
filed a copy of this plan as Exhibit 10.10 to its Annual Report on Form 10-K for
the period ended December 31, 2004, which was filed with the Securities and
Exchange Commission on March 16, 2005.
Also effective as of May 4, 2005, the Board of Directors approved the following
cash compensation for non-officer Directors, to be paid as noted: a $25,000
annual cash retainer for each Director, payable in quarterly installments; a per
meeting fee for each Director of $1,000 for all Board and Board Committee
meetings attended; an annual fee of $10,000 to the Chairman of the Audit
Committee; and an annual fee of $5,000 to the Chairman of the Compensation
Committee.
Item 2.02. Results of Operations and Financial Condition
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On March 17, 2005, the Company issued a press release discussing its results of
operations for the year ended December 31, 2004. This press release is furnished
as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits
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(c) Exhibits
99.1 Sotheby's Holdings, Inc. earnings press release for the year ended
December 31, 2004
SIGNATURE
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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 HOLDINGS, INC.
By: /s/ Michael L. Gillis
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Michael L. Gillis
Senior Vice President,
Controller and Chief
Accounting Officer
Date: March 18, 2005
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