6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2023

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  ☐

On May 18, 2023, the Board of Directors (the “Board”) of Farfetch Limited (the “Company”) and José Neves, Chief Executive Officer of the Company, agreed to surrender one-half of the number of the Company’s ordinary shares Mr. Neves was eligible to earn under the long-term performance-based restricted share unit award granted to him on May 28, 2021 (the “Original Award”). The Original Award consisted of 8,440,000 performance share units (the “CEO Performance Share Units”) divided into eight tranches that are eligible to vest over an eight-year period based on the achievement of share price hurdles during each performance period, measured based on the average of the closing price of the Company’s ordinary shares over a 90-trading day trailing average. As agreed, one-half of the CEO Performance Share Units subject to each tranche will be surrendered, representing a surrender of 4,220,000 CEO Performance Share Units under the Original Award, with the remaining CEO Performance Share Units eligible to be earned if the applicable performance targets are met in accordance with the terms of Mr. Neves’ existing performance-based restricted share unit agreement. The terms of the CEO Performance Share Units otherwise remain unchanged and as previously described in the Company’s Report on Form 6-K filed on May 28, 2021.

In connection with the Original Award, Mr. Neves entered into a letter agreement pursuant to which he agreed to waive any cash and equity incentive compensation (other than the Original Award) from 2021 through December 31, 2028. In surrendering and replacing such CEO Performance Share Units (as discussed further below), the Board and Mr. Neves considered a number of factors, including, without limitation, (i) CEO compensation data for the relevant peer group and (ii) developing an effective compensation package for the Company’s CEO. The Company believes that having one-half of the CEO Performance Share Units remain outstanding and eligible to vest continues to provide a meaningful performance-based incentive for Mr. Neves to drive Company share price and align his interests with Company shareholders.

In connection with the surrender of 4,220,000 CEO Performance Share Units under the Original Award, on May 18, 2023, the Board granted Mr. Neves a replacement equity award under the 2018 Farfetch Employee Equity Plan with an aggregate value of approximately $9,000,000 (based on the accounting fair value as of the grant date). This equity award is comprised of (i) 1,382,361 restricted share units which vest in substantially equal annual installments over three years and (ii) performance share units with respect to an on-target number of 169,204 shares (representing 100% target attained) (the “On-Target PSU Amount”), with a performance multiplier of 0-180% applied to the On-Target PSU Amount based on the achievement of specified performance goals linked to Mr. Neves’ performance and the Company’s financial performance over an approximately one year period. In designing this equity award, the Compensation Committee of the Board was advised by an independent compensation consultant.

Mr. Neves currently does not receive an annual base salary or cash bonus.

Exhibit   No.	Description
99.1	Deed of Surrender of Award dated May 18, 2023.

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.

	Farfetch Limited
Date: May 18, 2023	By:	/s/ Elliot Jordan
		Elliot Jordan
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Deed of Surrender of Award

THIS DEED is made on 18 May 2023, by José Neves of c/o Farfetch Limited, The Bower, 211 Old Street, London EC1V 9NR, United Kingdom (the “Award Holder”).

BACKGROUND

(A) The Award Holder is the Founder, Chairman & CEO of Farfetch Limited, incorporated and registered in the Cayman Islands with company number 336922 and principal office address at The Bower, 211 Old Street, London EC1V 9NR, United Kingdom (the “Company”) or one of its subsidiaries.

(B) On 28 May 2021, the Award Holder was granted 8,440,000 Performance-Based Restricted Share Units representing class A ordinary shares in the capital of the Company (the “Shares”) (being employee grant number May-21-PSU01) under the terms of the Farfetch 2018 Employee Equity Plan (the “Plan” and the “Award”).

(C) The Award was granted for nil consideration.

(D) The Award was due to vest subject to the requirements set forth in Exhibit A of the grant agreement as follows:

Tranche	Performance Period	Number of PSUs Eligible to be Earned		Stock Price Hurdle
1	1st – 5th anniversary of grant date		422,000	$	75
2	1st – 5th anniversary of grant date		422,000	$	100
3	2nd – 6th anniversary of grant date		844,000	$	125
4	2nd – 6th anniversary of grant date		844,000	$	150
5	3rd – 7th anniversary of grant date		844,000	$	175
6	3rd – 7th anniversary of grant date		1,688,000	$	200
7	4th – 8th anniversary of grant date		1,688,000	$	225
8	4th – 8th anniversary of grant date		1,688,000	$	250

Farfetch Limited – Deed of Surrender Page 1 of 4

(E) Farfetch has requested that the Award Holder surrenders 4,220,000 of the 8,440,000 Shares subject to the Award. The remainder will vest over 4,220,000 Shares subject to the requirements set forth in Exhibit A of the grant agreement as follows:

Tranche	Performance Period	Number of PSUs Eligible to be Earned		Stock Price Hurdle
1	1st – 5th anniversary of grant date		211,000	$	75
2	1st – 5th anniversary of grant date		211,000	$	100
3	2nd – 6th anniversary of grant date		422,000	$	125
4	2nd – 6th anniversary of grant date		422,000	$	150
5	3rd – 7th anniversary of grant date		422,000	$	175
6	3rd – 7th anniversary of grant date		844,000	$	200
7	4th to 8th anniversary of grant date		844,000	$	225
8	4th to 8th anniversary of grant date		844,000	$	250

(F) The Award Holder wishes to surrender all rights in respect of 4,220,000 Shares subject to the Award.

OPERATIVE PARTS

1. Surrender

In consideration for an award of 1,382,361 restricted share units and 169,204 performance-based restricted share units granted to him under the Plan on or around the date herewith, the Award Holder surrenders his rights to such portion of the Award as follows:

Tranche	Performance Period	Number of PSUs to be surrendered
1	1st – 5th anniversary of grant date		211,000
2	1st – 5th anniversary of grant date		211,000
3	2nd – 6th anniversary of grant date		422,000
4	2nd – 6th anniversary of grant date		422,000
5	3rd – 7th anniversary of grant date		422,000
6	3rd – 7th anniversary of grant date		844,000
7	4th to 8th anniversary of grant date		844,000
8	4th to 8th anniversary of grant date		844,000

Farfetch Limited – Deed of Surrender Page 2 of 4

together, the “Surrendered Shares”.

The Award Holder irrevocably and unconditionally surrenders all rights the Award Holder has or may have in respect of the Surrendered Shares.

2. Further Assurance

The Award Holder agrees, at the cost of the Company, to execute all such documents and do all such acts and things as the Company may, at any time after the date of this deed, reasonably require to give effect to the provisions of this deed.

3. Waiver of Claims

The Award Holder agrees that the terms of this deed are in full and final settlement of all and any claims or rights of action that the Award Holder has or may have against the Company or the Award Holder’s employer or their officers or employees arising out of the Surrendered Shares, whether under common law, contract, statute or otherwise or the Award Holder’s participation in the Plan in relation to the Surrendered Shares, whether such claims are, or could be, known to the parties or in their contemplation at the date of this deed, in any jurisdiction, but excluding any claims by the Award Holder to enforce this deed. Award Holder acknowledges and agrees that he has received sufficient and adequate consideration in exchange for the surrender of the Surrendered Shares.

4. Governing Law and Jurisdiction

4.1. This deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or its formation, shall be governed by and construed in accordance with the laws of England and Wales.

4.2. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this deed or its subject matter or formation.

5. Third Party Rights

5.1. A person who is not a party to this agreement shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999, except where such rights arise under any provision of this agreement for any employer or former employer of the Award Holder which is not a party.

Farfetch Limited – Deed of Surrender Page 3 of 4

5.2. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

5.3. The rights of the parties to this agreement to surrender, terminate or rescind it, or agree any variation, waiver or settlement of it, are not subject to the consent of any person that is not a party to the agreement as a result of the Contracts (Rights of Third Parties) Act 1999.

6. Electronic signature

Each party agrees to sign this agreement by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of each party’s intention to be bound by this agreement as if signed by each party’s manuscript signature.

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Executed as a deed by José Neves

/s/ José Neves

in the presence of:

Witness

/s/ James Maynard

NAME OF WITNESS:

James Maynard

ADDRESS OF WITNESS:

The Bower, 211 Old Street,

London EC1V 9NR,

United Kingdom

OCCUPATION OF WITNESS:

Chief Legal Officer & General Counsel

Acknowledged and Agreed

/s/ Elliot Jordan

For and on behalf of Farfetch Limited

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