NEW YORK, April 24, 2014 /PRNewswire/ -- Sotheby's (NYSE: BID) today announced that Glass Lewis & Co. ("Glass Lewis"), a leading independent proxy advisory firm, has recommended that Sotheby's shareholders vote "FOR" ALL 12 of Sotheby's director nominees on the GREEN proxy card at the Company's 2014 Annual Meeting of Shareholders to be held on 6 May 2014.

In its 24 April 2014 report, Glass Lewis affirmed the Board's belief that Sotheby's has the right Board, the right team, and the right strategy to continue building shareholder value(i):


    --  "The Company has implemented positive operational, governance and
        capital allocation initiatives in recent months and years."
    --  "As a result, overall, we view Sotheby's as a company that is addressing
        its challenges and heading in the right direction under the current
        board and management team."
    --  "Further, rather than appearing 'asleep at the switch,' as Third Point
        claims, the Company has been responsive to changing market dynamics and
        active in pursuing growth opportunities."

In recognizing that Sotheby's Board is independent, engaged and committed to serving the interests of ALL Sotheby's shareholders, Glass Lewis stated:


    --  "We also note that the board is largely independent; 10 of management's
        12 nominees are independent and the board has a lead independent
        director. In our view, the Sotheby's board isn't one that exhibits
        hallmarks of entrenchment, self dealing or poor corporate governance.
        Rather, it appears shareholders have more cause to believe the board's
        statement that each director is dedicated to representing the interests
        of all stockholders."
    --  "Some of the Company's recent governance changes may have been pushed
        on, at least in part, by the Dissident's campaign, but we note that many
        of the reforms, including board renewal, the appointment of a lead
        independent director and changes to compensation policies and
        disclosure, were already in motion prior to the Dissident's campaign."

In recognizing that Sotheby's director nominees bring the experience and skills necessary to continue driving shareholder value, Glass Lewis stated:


    --  "We believe Sotheby's has made a compelling case that its nominees
        posses[s] an appropriate mix of experience, qualifications, diversity
        and perspectives, combining in such a manner that shareholders can
        reasonably expect the board, as currently constructed, to be capable of
        working with management in order to develop, implement and execute
        strategies to enhance shareholder value. Collectively, the current board
        has relevant experience in luxury goods and brands, art world
        relationships, digital, advertising and media, client service, real
        estate, capital markets, capital allocation and leading and growing
        public and private companies, among other areas."
    --  "In light of these moves, we believe Sotheby's has taken appropriate
        action to ensure the Company has a balance of experienced directors who
        are familiar with the Company and also qualified directors who bring a
        fresh perspective to the boardroom to help foster the generation of new
        ideas and business strategies."

In echoing Sotheby's sentiment that change is not warranted and that Third Point's nominees add no relevant expertise that is not already effectively represented on the Sotheby's Board, Glass Lewis stated:


    --  "We believe the Dissident has fallen short of our first criterion by not
        making a compelling case that board change is warranted at this time. In
        addition, we don't believe the replacement of the targeted management
        nominees with the Dissident's nominees would net a significant
        incremental gain of relevant experience or expertise in an amount that
        would justify supporting the election of the Dissident's nominees."

Regarding Sotheby's concerns whether Mr. Loeb would serve the long-term interest of ALL shareholders, Glass Lewis states:


    --  "Further, like the Company, we also believe shareholders could fairly
        question Mr. Loeb's commitment to a long-term directorship, if elected,
        given that his average tenure as a public company director has been
        between one and two years."

Regarding the Board's commitment to cost control and expense discipline, Glass Lewis stated:


    --  "From 2007 to 2013, the Company notes that adjusted total expenses
        increased only 0.5% per year despite the Company's significant
        investments in globalization and growth strategies. In that context, we
        tend to side with the Company in believing that, while further expense
        discipline could be pursued in order to enhance profitability, Sotheby's
        doesn't appear to have a significant, unruly expense problem at the
        moment. This conclusion is supported by the fact that commission
        margins, EBITDA margins and net income margins all remain in line with
        their respective long-term averages."
    --  "In our view, the Company's actions and financial results to date are
        consistent with the Company's notion that the board and management are
        focused on expense control while managing the capital needs of a
        cyclical business with prudent fiscal discipline, executing a strategy
        to drive continued growth and profitability."
    --  "The board and management team have also demonstrated that they
        recognize the need to maintain a cost discipline and to apply a detailed
        framework to capital allocation decisions, with a goal of enhancing
        profitability and future shareholder returns. In light of these
        encouraging signs, we believe the Company is on the right track under
        the direction of the current board."

In discussing Sotheby's solid operating performance and growth initiatives, Glass Lewis stated:


    --  "Further, we find that Sotheby's has performed reasonably well in recent
        years from an operational standpoint, generating margins consistent with
        long-term averages, while at the same time investing in key areas for
        future growth and performance."
    --  "Along with the Company's current and expected cost savings initiatives,
        Sotheby's has taken a number of other actions to improve the Company's
        future financial performance. Those include making investments in key
        growth areas, such as emerging markets, private sales, online sales and
        financial services -- all areas where the Company continued to see
        growth in 2013. As a result, we believe the board and management team
        have been responsive and active in addressing the Company's operational
        challenges and seeking to capitalize on growth opportunities."

Regarding Sotheby's new Capital Allocation and Financial Policy Plan, Glass Lewis stated:


    --  "In an effort to boost total shareholder returns, Sotheby's recently
        announced a capital allocation plan, in which it returned $300 million
        of excess capital to shareholders via a special dividend, authorized a
        $150 million share repurchase program and established a detailed
        financial policy framework with clear financial return hurdles for
        future investment decisions and returns of excess capital to
        shareholders on an annual basis."
    --  "We view the plan as a very positive development and note that it was
        well received by shareholders, including the Dissident, as well as Wall
        Street analysts."
    --  "We approve of the board's disciplined capital allocation plan and
        reinforced commitment to return excess capital to shareholders, both of
        which should enhance total returns for shareholders."

Recognizing the Board's effective value creating actions and record of engagement, Glass Lewis stated:


    --  "Given the board's willingness to engage with shareholders, including
        the Dissident, its responsiveness to the identification of operational
        and governance concerns and the improvements that the board has
        implemented on both fronts, particularly the new capital allocation
        strategy, the beginning of a cost reduction effort, governance reforms
        and the addition of new board members, we believe the current board is
        acting appropriately and effectively in pursuing the creation of
        additional value for all shareholders."
    --  "In our view, the Sotheby's board has been responsive to shareholder
        concerns and has implemented governance and operational improvements
        that should position the Company for enhanced performance going
        forward."
    --  "In light of the generally positive corporate governance practices and
        policies in place at Sotheby's, despite a limited number of areas in
        need of additional improvement, we tend to view Sotheby's in its current
        state positively from a governance perspective. Our endorsement follows
        the recent actions of the board whereby after shareholders voiced
        concerns or as a result of other circumstances the board recognized
        certain of its governance shortcomings and responded by instituting
        reforms or otherwise enhancing the board and the Company's governance
        policies."
    --  "On the topic of governance, we also view the Company's willingness to
        engage with Third Point during the buildup to this proxy contest as a
        reflection of good corporate governance. Sotheby's appears to have acted
        in good faith, meeting in person with Mr. Loeb on multiple occasions
        during an 8-month period, discussing Third Point's concerns and
        soliciting feedback from Third Point on the Company's capital allocation
        strategy before publicly announcing it. The Company attempted to work
        constructively with Mr. Loeb, going as far as to offer him a single seat
        on the board in order to avoid a proxy contest. Overall, the board's
        actions are not indicative of an entrenched board, but rather one that
        takes shareholder feedback seriously and implements initiatives that the
        board believes will address concerns and enhance shareholder value."

Recognizing Sotheby's commitment to sound corporate governance policies and practices, Glass Lewis stated:


    --  "Stepping back, we see at Sotheby's a number of positive corporate
        governance policies and practices: annual director elections; a majority
        vote standard in uncontested elections; mandatory retirement guidelines
        for non-management directors; a functional lead director role;
        guidelines to support direct shareholder engagement; updated director
        stock ownership guidelines; and evaluations of individual director
        performance and the contributions of board committees."

Commenting on the Glass Lewis report, Sotheby's issued the following statement:

We are pleased that Glass Lewis supports the election of ALL of Sotheby's highly qualified and experienced director nominees. The recommendation of this leading, independent proxy advisory firm further enforces our belief that Sotheby's has the right Board, the right leadership and the right strategy to continue Sotheby's record of success and deliver additional shareholder value now and into the future.

To follow the Glass Lewis recommendation, Sotheby's shareholders must vote on the GREEN proxy card today FOR ALL of Sotheby's 12 director nominees: John M. Angelo, Jessica Bibliowicz, Kevin C. Conroy, Domenico De Sole, The Duke of Devonshire, Daniel Meyer, Allen Questrom, William F. Ruprecht, Marsha E. Simms, Robert S. Taubman, Diana L. Taylor, and Dennis M. Weibling.

Sotheby's shareholders are reminded that their vote is important, no matter how many or how few shares they own. If shareholders have any questions, require assistance with voting the GREEN proxy card, or need additional copies of the proxy materials, please contact the Company's proxy solicitor listed below:


             MORROW & CO., LLC



               470 West Avenue
             Stamford, CT 06902



                203-658-9400
                     or
                800-279-6413

Forward-looking Statements
 This letter contains certain "forward-looking statements," as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended, relating to future events and the financial performance of Sotheby's. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performance will differ materially from such predictions as a result of certain risk factors. As such, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as to management's plans, assumptions and expectations as of the date hereof. Please refer to Sotheby's most recently filed Form 10-K (and/or 10-Q) and other filings for a discussion of material Risk Factors. Sotheby's disclaims any duty to update or alter any forward-looking statements, except as required by applicable law.

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Sotheby's has been uniting collectors with world-class works of art since 1744. Sotheby's became the first international auction house when it expanded from London to New York (1955), the first to conduct sales in Hong Kong (1973), India (1992) and France (2001), and the first international fine art auction house in China (2012). Today, Sotheby's presents auctions in eight different salesrooms, including New York, London, Hong Kong and Paris, and Sotheby's BidNow program allows visitors to view all auctions live online and place bids in real-time from anywhere in the world. Sotheby's offers collectors the resources of Sotheby's Financial Services, the world's only full-service art financing company, as well as private sale opportunities in more than 70 categories, including S|2, the gallery arm of Sotheby's Contemporary Art department, as well as Sotheby's Diamonds and Sotheby's Wine. Sotheby's has a global network of 90 offices in 40 countries and is the oldest company listed on the New York Stock Exchange (BID).

Contacts:
Press Department | 212 606 7176 | Andrew Gully | Andrew.Gully@Sothebys.com
Investor Relations | 212 894 1023 | Jennifer Park | Jennifer.Park@Sothebys.com
Joele Frank | 212 355 4449 | Steve Frankel / Barrett Golden / Jed Repko
Morrow & Co. LLC | 203 658 9400 | Joe Mills / Tom Ball

(i) Permission to use quotations neither sought nor obtained.

SOURCE Sotheby's