SIGNET JEWELERS LTD
For the period ended Jun 28, 2024. Filed May 16, 2024.
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Jun 28, 2024 · Filed May 16, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
SIGNET JEWELERS LIMITED
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
About Us
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 eCommerce sites and approximately 2,700 stores under the name brands KAY Jewelers, Zales, Jared, Banter by Piercing Pagoda, Diamonds Direct, Blue Nile, James Allen, Rocksbox, Peoples Jewellers, H.Samuel, and Ernest Jones. Our sales derive from the retailing of jewelry, watches, and associated services. Signet’s shares are listed on the New York Stock Exchange (SIG).
| America’s #1 jewelry destination for engagement rings and romantic gifts at great value to help you express your love in ways as personal as it feels. | Creating beautifully designed and crafted jewelry empowering style lovers to bring their wow to every moment for 100 years. | Leading full-service jeweler offering high-quality accessible luxury and customized designs to discerning guests. |
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| Empowers fashion lovers to creatively express themselves with affordable jewelry and more than 50 years of piercing expertise. | Direct diamond importer offering extraordinary value and selection in a luxurious, customer-centric experience. | Pioneering diamond retailer offering premium New York City craftsmanship in bridal and fashion, both online and in our interactive showcase stores. |
| Innovative digitally-native diamond company on the leading edge of custom bridal design and diamond jewelry. | Making the joy of jewelry accessible and convenient through our circular shopping platforms. | Largest specialty jewelry brand in Canada catering to the Sentimental Gifter and mid-market bridal customer. |
| Best jewelry values on UK High Street with style and design at heart for the fun-loving fashion follower. | A contemporary UK jeweler offering unrivaled diamond selection and Swiss timepieces. | Providing expert jewelry services such as care, repair, and bespoke custom design, as well as warranty and insurance products. |
CHAIR’S LETTER
May 16, 2024
Dear Fellow Shareholders
In our third year of Inspiring Brilliance, Signet Jewelers Limited (“Signet” or the “Company”) again delivered strong shareholder returns as it continued to establish itself as a leading and differentiated retailer with scaled competitive advantages in the attractive and fragmented jewelry market.
Despite significant macroeconomic headwinds in Fiscal 2024, we delivered $7.2 billion in sales and continue to be the market share leader with an estimated 9.0% share of the U.S. jewelry market. Signet continues to be well-positioned for future growth.
H. Todd Stitzer Chair of the Board, Signet Jewelers
As the Board of Directors (the “Board”), we maintain a sharp focus on the creation of long-term shareholder value. We continued to return cash to shareholders during Fiscal 2024. We repurchased approximately 1.9 million shares under our share repurchase program at an average cost per share of $73.06, totaling $139 million. In March 2024, the Board approved a $200 million increase to the multi-year repurchase authorization, bringing the total remaining authorization to approximately $850 million at that time. That amount was net of approximately $7 million of shares repurchased in Fiscal 2025 through March 19, 2024.
The Company’s priorities for the year ahead are to leverage our core competencies in bridal to win the return to engagement, drive repeat purchases, build lifetime value and loyalty, and reduce costs through transformation initiatives that improve our cash position. Delivering on these priorities will allow us to continue to reinvest in the business and return value to shareholders.
A clear sense of shared Purpose at Signet—Inspiring Love—is underpinning all our results. Our Purpose has also guided us—with the leadership of the Board’s Corporate Citizenship & Sustainability Committee—to review and refine a series of ambitious Corporate Sustainability Goals to ensure they are tightly aligned with our business strategy and operations and are achievable by 2030. In our forthcoming Corporate Citizenship & Sustainability Report, we will articulate these goals in three areas: Love for All People, Love for Our Team, and Love for Our Planet and Products.
Signet’s transformation into a Purpose-inspired company is also evident in our culture. For the fourth consecutive year, Signet was designated as a Great Place to Work-Certified™ company based on survey responses from our team members. In addition, recently, Signet was named to two lists by Newsweek magazine: America’s Greatest Workplaces for Women 2024 and America’s Greatest Workplaces for Diversity 2024. Signet also received a score of 95 out of 100 on the Human Rights Campaign Foundation’s 2023-2024 Corporate Equality Index, the nation’s foremost benchmarking survey and report measuring corporate policies and practices related to LGBTQ+ workplace equality.
Pursuant to the Company’s Board tenure requirements, I will retire as Chair of the Signet Board of Directors, effective immediately following the 2024 Annual Meeting of Shareholders (“Annual Meeting”). Subject to shareholder approval of her reappointment to the Board, Helen McCluskey will succeed me as the new Board Chair. I have complete confidence in Helen as she steps into the role of Chair and in the ever-growing strength and capability of our full Board, our CEO, Virginia C. “Gina” Drosos, the Signet Leadership Team, and the Signet organization.
The Board and I are proud of the results our Company has delivered and how we are delivering them. I look forward to watching this great team continue to win. We believe we are well-positioned to deliver long-term sustainable growth.
In addition to the accompanying Proxy Statement, we encourage you to review our Annual Report to Shareholders, including the accompanying Letters to Shareholders from Gina and me. We encourage you to review this year’s Corporate Citizenship & Sustainability Report, which will be released in June, to understand how Signet is fulfilling its Purpose across several environmental, social, and governance topics.
Our Board also invites you to the Annual Meeting, which will be held June 28, 2024 at 11:30 a.m., Eastern Time. The Meeting will be held virtually via live audio webcast at www.virtualshareholdermeeting.com/SIG2024. You will not be able to attend this meeting in person. Please review the instructions for participating in the “Shareholder Q&A” section of the accompanying Proxy Statement.
Thank you for your support of our Company. We ask that you carefully consider the information in this Proxy Statement related to the various proposals. The Board is unwavering in its commitment to long-term success for our Company, and we value your input and feedback.
Sincerely,
H. Todd Stitzer
Chair
Notice of Annual Meeting of Shareholders
| Date & Time | Place | ||
| Friday, June 28, 2024, 11:30 a.m., Eastern Time | Virtual meeting via live audio webcast at: www.virtualshareholder meeting.com/SIG2024 |
|---|
At the Meeting, the following items of business shall be considered:
1. Election of twelve members of the Company’s Board of Directors to serve until the next annual meeting of shareholders of the Company or until their respective successors are elected in accordance with the Bye-laws of the Company.
2. Appointment of KPMG LLP as independent registered public accounting firm (“independent auditor”) of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next annual meeting of shareholders and authorization of the Audit Committee to determine its compensation.
3. Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the “Say-on-Pay” vote).
4. Approval of an amendment to the Signet Jewelers Limited 2018 Omnibus Incentive Plan to authorize additional shares for issuance thereunder.
Notice is hereby given that the 2024 Annual Meeting of Shareholders (“Meeting”) of Signet Jewelers Limited (the “Company” or “Signet”) to be held on Friday, June 28, 2024 at 11:30 am, Eastern Time. The Meeting will be held entirely online live via audio webcast.
If you are a Signet shareholder of record, you will be able to attend and participate in the Annual Meeting online by visitingwww.virtualshareholdermeeting.com/SIG2024.
Each of the proposals to be presented at the Meeting will be voted upon by a poll. In addition, the Company will consider the transaction of any other business properly brought at the Meeting or any adjournment or postponement thereof.
The Board has fixed the close of business on Friday, May 3, 2024 as the record date for the Meeting. All of the Company’s shareholders of record at the close of business on that date are entitled to notice of, and to participate and vote at, the Meeting and at any adjournment and continuation thereof.
Attendance at the Meeting will be limited to shareholders of record, beneficial owners with evidence of ownership, corporate representatives of shareholders, proxies and guests invited by management who have a 16-digit control number, which shall be on the notice, proxy card or instructions that accompanied the proxy materials.
The Meeting will be conducted pursuant to the Company’s Bye-laws and rules of order prescribed by the Chair of the Meeting.
By Order of the Board.
Matt Shady
Corporate Secretary
May 16, 2024
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on June 28, 2024. The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Shareholders, Proxy Statement, Proxy Card and the Annual Report to Shareholders are available atwww.proxydocs.com/SIG.
WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS AND REGARDLESS OF THE NUMBER OF SHARES YOU OWN, PLEASE REGISTER YOUR VOTE BY APPOINTING A PROXY ELECTRONICALLY BY INTERNET OR BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY CARD, OR, ALTERNATIVELY, MARK, SIGN AND DATE THE PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS THEREON AND MAIL IT PROMPTLY TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. YOU MAY ELECTRONICALLY VOTE LIVE IF YOU ATTEND THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS. YOUR PROXY IS REVOCABLE AT ANY TIME BY SENDING WRITTEN NOTICE OF REVOCATION OR BY SUBMISSION OF A PROPERLY EXECUTED PROXY BEARING A LATER DATE TO BROADRIDGE BY THE DEADLINE OF 12:01 AM, EASTERN TIME (5:01 AM, BRITISH SUMMER TIME) ON JUNE 28, 2024 OR BY VOTING ELECTRONICALLY AT THE VIRTUAL MEETING.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.