シグネットジュエラーズの適時開示・その他

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

Date of Report (Date of earliest event reported): March 20, 2024

SIGNET JEWELERS LIMITED

(Exact name of registrant as specified in its charter)

Commission File Number: 1-32349


Bermuda			Not Applicable
(State or other jurisdiction of incorporation)			(IRS Employer Identification No.)

Clarendon House

2 Church Street

Hamilton

HM11

Bermuda

(Address of principal executive offices, including zip code)

(441) 296 5872

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares of $0.18 each

SIG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 19, 2024, the Board of Directors (the “Board”) of Signet Jewelers Limited (the “Company”) approved the appointment of Helen McCluskey, a current member of the Company’s Board, as Chair of the Board effective immediately following the 2024 Annual General Meeting of Shareholders (the “2024 Annual Meeting”), and subject to her re-election at the 2024 Annual Meeting. The effective date of Ms. McCluskey’s appointment will coincide with the conclusion of H. Todd Stitzer’s tenure on the Board. Mr. Stitzer has served as a member of the Company’s Board since January 2012 and Chairman since June 2012. The Company’s director tenure policy includes a 12-year term limit which Mr. Stitzer will reach as of the 2024 Annual Meeting.

A copy of the Company’s press release regarding the Chair succession is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description of Exhibit
99.1						Press release of Signet Jewelers Limited, dated March 20, 2024

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNET JEWELERS LIMITED

Date:

March 20, 2024

By:

/s/ Joan M. Hilson

Name:

Joan M. Hilson

Title:

Chief Financial, Strategy & Services Officer

EX-99.1 2 fy25ex9913x20x24pressrelea.htm EX-99.1 Document

Exhibit 99.1

SIGNET BOARD CHAIR SUCCESSION

Helen McCluskey appointed as Board Chair effective upon the conclusion of

H. Todd Stitzer twelve-year tenure at the June 2024 Annual General Meeting of Shareholders

HAMILTON, Bermuda, March 20, 2024 – Signet Jewelers Limited ("Signet" or the “Company”) (NYSE:SIG), the world's largest retailer of diamond jewelry, today announced that H. Todd Stitzer would be completing his term as Chair and member of Signet’s Board of Directors (“Board”) in June, effective immediately following Signet’s Annual General Meeting. The Company’s Director Tenure Policy includes a 12-year term limit which Mr. Stitzer will meet as of the 2024 Annual General Meeting.

“Todd’s trusted guidance, unwavering support, and effective counsel have been an invaluable asset to Signet over the course of his tenure,” said Signet Chief Executive Officer Virginia C. Drosos. “I speak for the entire Board when I say we are grateful for his leadership and vision as we’ve worked to transform Signet into the purpose-led and financially strong company it is today. During Todd’s tenure the Company has returned more than $3.5B to shareholders, more than tripled liquidity, and delivered total shareholder return of 183%, more than three times the peer group median.”

“It has been a privilege to serve on the Signet Board over the last twelve years,” said Stitzer. “As my tenure as Chair comes to an end, I’m struck by how far we’ve come – transforming the culture of the Company from the inside out, navigating through a pandemic and modernizing Signet’s powerhouse consumer-facing banners. I’m incredibly proud of the progress we’ve all made together and can’t wait to see what’s to come.”

The Company also announced today that the Board appointed Helen McCluskey to succeed Stitzer as Signet's non-executive Chair.

“Helen is steeped in the ins and outs of Signet’s business and has added great value to the Board since joining,” said Brian Tilzer, Chair of Signet’s Governance and Technology Committee. “We are pleased to welcome Helen as the new Chair and look forward to continuing to tap into her deep background in retail and understanding of the consumer and Signet.”

ABOUT HELEN MCCLUSKEY

Since joining Signet’s Board, Helen has served on the Audit, Finance, and Governance and Technology Committees, including service as Chair of the Governance and Technology Committee from October 2017 through June 2023. Prior to joining Signet’s Board, she served as President and Chief Executive Officer and a member of the board of directors of The Warnaco Group, Inc. from 2012 until its 2013 acquisition by PVH Corporation, when she retired and became an independent director of PVH until 2014. Ms. McCluskey currently serves on the board of directors of Abercrombie & Fitch Co., a publicly traded clothing retailer, since February 2019.

About Signet Jewelers:

Signet Jewelers Limited is the world's largest retailer of diamond jewelry. As a Purpose-driven and sustainability-focused company, Signet is a participant in the United Nations Global Compact and adheres to its principles-based approach to responsible business. Signet operates approximately 2,700 stores primarily under the name brands of Kay Jewelers, Zales, Jared, Banter by Piercing Pagoda, Diamonds Direct, Blue Nile, JamesAllen.com, Rocksbox, Peoples Jewellers, H. Samuel, and Ernest Jones. Further information on Signet is available at www.signetjewelers.com. See also www.kay.com, www.zales.com, www.jared.com, www.banter.com, www.diamondsdirect.com, www.bluenile.com, www.jamesallen.com, www.rocksbox.com, www.peoplesjewellers.com, www.hsamuel.co.uk, www.ernestjones.co.uk.

Media:

Katie Spencer

Katie.spencer@signetjewelers.com