Report of Foreign Issuer (6-k)
February 28 2019 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO
SECTION 13a-16
OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2019
Commission File Number:
001-38655
Farfetch Limited
(Exact
name of registrant as specified in its charter)
The Bower
211 Old Street
London EC1V 9NR
United
Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F
or Form
40-F.
Form
20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7): ☐
Board Changes
On February 27, 2019, Qiangdong (Richard) Liu tendered his irrevocable resignation to the Board of Directors (the Board) of Farfetch Limited
(the Company) effective immediately. On February 27, 2019, upon recommendation of the Boards Nominating and Corporate Governance Committee, the Board appointed Dr. Jon Jianwen Liao, Chief Strategy Officer of JD.com, Inc.
(JD.com), to serve on the Board effectively immediately as the representative of JD.com.
Contemporaneously with the appointment of
Dr. Liao to the Board, the Companys CEO, José Neves, and TGF Participations Limited (of which Mr. Neves is the sole named beneficiary) entered into an amended and restated Commitment Agreement with Kadi Group Holding Limited,
a wholly-owned subsidiary of JD.com (the Restated Commitment Agreement). The Restated Commitment Agreement maintains the voting rights agreement previously in favor of Mr. Liu and, pursuant to the Restated Commitment Agreement,
Mr. Neves agrees to exercise all voting rights held directly or indirectly by him in favor of any shareholder resolution proposing to appoint Dr. Liao or another senior executive of JD.com designated by JD.com (subject to the
recommendation of the appointment by the Companys Nominating and Governance Committee) as a director of the Company and to use all reasonable endeavors to seek commitment from certain other investors to support Dr. Liao or such other
senior executive remaining as a director of the Company. This obligation is conditional on JD.com holding no less than 33,658,328 Class A ordinary shares of the Company (representing 16.2% of the Companys outstanding Class A ordinary
shares as of the date of the Form
6-K),
subject to appropriate adjustment for any share split, consolidation or similar event.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Farfetch Limited
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Date: February 28, 2019
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By:
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/s/ James L. Maynard
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James L. Maynard
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General Counsel & SVP Group Legal
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