2008 Annual Report
Page
Cover
Letter to Stockholders
Financial Highlights
Table of Contents
Form 10-K
Part I
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors and Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Part IV
Item 15. Exhibits and Financial Statement Schedules
Proxy Statement for the 2009 Annual Meeting of Stockholders
Attendance and Voting Matters
Introduction
Matters to Be Voted On at the 2009 Annual Meeting
How to Vote Your Shares
How to Revoke Your Proxy
The Number of Votes That You Have
What a Quorum Is
What a “Broker Non-Vote” Is
What Vote Is Required To Approve Each Proposal
Proxy Voting on Proposals in the Absence of Instructions
How Proxies Are Solicited
Ownership of the Company
Stockholders Who Own At Least Five Percent of the Company
Ownership by Directors, Director Nominees and Executive Officers
Compliance of Directors, Executive Officers and Greater-Than-Ten-Percent Stockholders
Relationship with Independent Registered Public Accounting Firm
Fees and Services of PricewaterhouseCoopers LLP
Board of Directors and Corporate Governance
The Board, In General
The Role of the Board in Corporate Governance
Executive Sessions of Non-management Directors/Presiding Non-management Director
Communication with Non-management Directors
Director Attendance at Annual Meeting
Independent Directors Constitute a Majority of the Board
Meetings and Attendance during Fiscal 2008
Committees of the Board
Self-Evaluation
Resignation on Job Change or New Directorship
Business Conduct Policy and Code of Ethics
Limitation on Adoption of Poison Pill Plans
Transactions with Related Persons
Report of the Audit Committee
Executive Officers of the Company
Compensation of the CEO and Other Executive Officers
Compensation Discussion and Analysis
Report of the Compensation Committee
Summary Compensation Table
Grants of Plan-Based Awards
Equity Compensation Plan Information
Discussion of Summary Compensation Table and Grants of Plan-Based Awards
Non-Equity Incentive Plan Awards
Equity Incentive Plan Awards - Performance-Based Restricted Stock Units
Options
Life Insurance Benefits
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Pension Benefits Table
Assumptions Used in Calculating the Present Value of the Accumulated Benefits
Features of the Retirement Plans....................................................................
Nonqualified Deferred Compensation Table
Features of the Executive Deferral Plan.............................................................
Potential Payments on Termination or Change in Control
Explanation of Potential Payments on Termination or Change in Control
Director Compensation Table
Discussion of Director Compensation Table
Performance of Company Stock
Discussion of Proposals Presented by the Board
Item 1. – Election of Directors
Item 2. – Appointment of the Independent Registered Public Accounting Firm
Item 3. – Approval of an amendment to the 2005 Employee Incentive Plan
Other Matters
Stockholder Proposals for Inclusion in the Proxy Statement for the 2010 Annual Meeting
Other Proposals
Householding
Reminder to Vote
Appendix I Corporate Governance Principles
Appendix II 2005 Employee Incentive Plan
Corporate Information
Board of Directors and Executive Officers of Tiffany & Co
Stockholder Information
