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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

May 11, 2010
(Date of Report)

May 6, 2010
(Date of Earliest Event Reported)

Sotheby's
(Exact name of registrant as specified in its charter)

Delaware   1-9750   38-2478409
(State or other   (Commission   (IRS Employer
jurisdiction of   File Number)   Identification No.)
incorporation)        
 
1334 York Avenue        
New York, NY       10021
(Address of principal executive offices)       (Zip Code)

(212) 606-7000
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o 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.

     At the 2010 Annual Meeting of Shareholders of Sotheby’s, a Delaware corporation (the “Company”), held on May 6, 2010, the shareholders of the Company approved an amendment to increase the number of Common Stock shares reserved for issuance under the Sotheby’s 1998 Stock Compensation Plan for Non-Employee Directors, from 300,000 to 400,000 shares. This amendment was previously approved by the Company’s Board of Directors, subject to the described shareholder approval that occurred. A copy of this amendment is attached to this Current Report on Form 8-K as Exhibit 10.1.

Item 2.02 Results of Operations and Financial Condition.

     On May 6, 2010, the Company issued a press release discussing its results of operations for the three months ended March 31, 2010. This press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

     At the Company’s 2010 Annual Meeting of Shareholders held on May 6, 2010, the Company’s shareholders voted on the following matters with the indicated results:

     1. The Company’s shareholders voted to elect the listed twelve (12) individuals as directors of the Company:

            ABSTENSTIONS AND
NOMINEE   FOR   WITHHELD   BROKER NON-VOTES
John M. Angelo   27,364,559   20,743,589  
6,073,864
Michael Blakenham   47,053,707   1,054,441  
6,073,864
The Duke of Devonshire   44,808,028   3,300,120  
6,073,864
James Murdoch   47,502,432   605,716  
6,073,864
Allen Questrom   47,358,873   749,275  
6,073,864
William F. Ruprecht   47,354,594   753,554  
6,073,864
Michael I. Sovern   47,274,027   834,121  
6,073,864
Donald M. Stewart   47,261,381   846,767  
6,073,864
Robert S. Taubman   27,174,772   20,933,376  
6,073,864
Diana L. Taylor   27,443,508   20,664,640  
6,073,864
Dennis M. Weibling   47,341,961   766,187  
6,073,864
Robin G. Woodhead   46,916,852   1,191,296  
6,073,864

     2. The Company’s shareholders approved an amendment to increase the number of Common Stock shares reserved for issuance under the Sotheby’s 1998 Stock Compensation Plan for Non-Employee Directors, from 300,000 to 400,000 shares.

        ABSTENSTIONS AND
FOR   AGAINST   BROKER NON-VOTES
 
46,552,314   1,043,033   6,586,665

     3. The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2010.

FOR   AGAINST   ABSTENSTIONS
 
53,742,670   432,475   6,867

Item 9.01 Financial Statements and Exhibits.

  (c) Exhibits  
 
         10.1 Second Amendment to the Amended and Restated Sotheby’s 1998 Stock Compensation Plan for Non-Employee Directors of Performance Share Unit Agreement, adopted by the Board of Directors of the Company on March 18, 2010, to be effective as of May 6, 2010.
 
         99.1 Sotheby’s earnings press release for the three months ended March 31, 2010.

SIGNATURE

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  
       
       
  By: /s/ Kevin M. Delaney  
    Kevin M. Delaney  
    Senior Vice President,  
    Controller and Chief Accounting Officer  
       
  Date: May 11, 2010  

Exhibit Index

Exhibit No. Description
10.1 Second amendment to the amended and restated Sotheby’s 1998 Stock Compensation Plan for Non-Employee Directors.
 
99.1 Sotheby’s earnings press release for the three months ended March 31, 2010.