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SIGNET JEWELERS LTD

For the period ended Jul 1, 2025. Filed May 19, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 1, 2025 · Filed May 19, 2025

SIG$117.26-3.8%Stored close · as of Nov 6, 2026
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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 2,600 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).

Core Milestone and Romantic Gifting JewelryInspired Luxury
America’s #1 jewelry destination for engagement rings and romantic gifts at great value to help you celebrate and express love as personal and unique as it feels for over 100 years. Largest specialty jewellery brand in Canada catering to the Sentimental Gifter serving as love’s advocate and gifting expert, trusted for over 100 years.Luxury is now personal with this leading full-service jeweler offering accessible high-quality pieces, expert customization, and remarkable guest experiences.Direct importers of high-quality natural diamonds offering an array of selection at extraordinary value, all in a luxurious guest-centric environment.
Style and Trend
100 years of high-quality jewelry designed to help you express and explore your personal style on any occasion, or no occasion at all.Empowers fashion lovers to creatively express themselves with affordable jewelry and more than 50 years of piercing expertise.
Digital Pure Play
The original online jeweler, with more than two decades of experience, remains the trusted source for classic, timeless jewelry, offering accessible luxury for life’s celebrations.The go-to online source for diamond enthusiasts who demand exceptional value and a transparent shopping experience.The fashion jewelry destination with a wide selection of on-trend styles at a range of price points, helping jewelry lovers make every day shine.
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 payment options, warranty, and insurance products.

CHAIR’S LETTER

May 19, 2025

Proxy Letter from the Chair of the Board

DEAR FELLOW SHAREHOLDERS,

I look back on Fiscal 2025 as a period of profound change for Signet and our industry. Our Company transitioned smoothly to our new CEO, J.K. Symancyk, who hit the ground running to position Signet for sustainable long-term growth. I would like to thank J.K.’s predecessor, Virginia (Gina) C. Drosos, for her leadership and many contributions to Signet. I assumed the Chair of Signet’s Board of Directors (the “Board”) from Todd Stitzer, who retired after 12 years of providing trusted guidance and valued counsel.

Helen McCluskey Chair of the Board, Signet Jewelers

During Fiscal 2025, we continued to return cash to shareholders while maintaining a robust balance sheet. Our strong free cash flow allowed us to reduce Signet’s diluted share count nearly 20% last year by returning approximately $1 billion to shareholders, including the retirement of the preferred shares. We ended Fiscal 2025 with $1.7 billion in total liquidity. We also raised our quarterly dividend by 10% to $0.32 per share in Q1 of Fiscal 2026, Signet’s fourth consecutive annual increase.

J.K.’s short time with Signet has reinforced the Board’s assessment of him as the perfect fit to lead the Company. Raised in a household of retailers, J.K. is a merchant at his core, with a deep intuition for what it takes to run a successful retail enterprise. He brings more than 30 years of highly applicable industry experience, including six years as CEO of PetSmart— another retailer whose brand is based on love and affection, deeply connecting the business to consumers. J.K. is an exceptional leader who has wholeheartedly applied his passion to Signet’s mission to Celebrate Life and Express Love, and I’m privileged to work alongside him.

The positive momentum that we saw in beginning of the year, both in fashion and bridal, demonstrates J.K.’s ability to rally our employees and deliver for our customers. The Grow Brand Love strategy unveiled in March is further testament to J.K.’s deep insights into our business, as well as our team’s ability to respond to the evolving needs and aspirations of consumers. Our Board believes that this transformative strategy will allow Signet to accelerate growth and build on a strong core foundation to create shareholder value.

With Grow Brand Love, we are focusing on our assets as brands rather than banners, because it is brands that help us build relationships, foster trust, and connect us to our customers through storytelling. We are working to gain share in our core business and grow in adjacent areas where we have a right to win. And we are redesigning our operating model to simplify how we work, increase efficiencies, improve accountability, and reduce costs—all in support of future sales and profit growth.

None of this is possible without Signet’s more than 27,000 talented and passionate team members. Our team delivered an improved focus on how we allocate inventory to meet customer demand and tell stories that Celebrate Life and Express Love. For example, team members developed and released our “Blue Nile x Jared” collection to the market in less

than half the typical timeline with a strategic vendor. This collection was one of the best new performers during the Fiscal 2025 holiday season.

All this makes Signet a rewarding place to work, and it is deeply gratifying to see this widely recognized. In March 2025, Ethisphere named Signet to its 2025 World’s Most Ethical Companies® Honorees List, recognizing the Company’s dedication to ethical business practices that positively impact employees, the communities in which we operate and broader stakeholders. For the fifth consecutive year, Signet was designated as a Great Place to Work-Certified™ company based on survey responses from our team members.

In addition to the accompanying Proxy Statement, we encourage you to review our Annual Report to Shareholders, including the Letters to Shareholders from J.K. and me. We also recommend that you review this year’s Corporate Citizenship & Sustainability Report, which will be released in June, to understand how Signet is fulfilling its Purpose across the communities in which it operates.

Our Board also invites you to our 2025 Annual Meeting of Shareholders (“Annual Meeting”), which will be held on July 1, 2025, at 11:30 a.m., Eastern Time. The Meeting will be held virtually via live audio webcast atwww.virtualshareholdermeeting.com/SIG2025. Participation will only be available through this virtual link. Please review the instructions for participating in the “Shareholder Q&A” section of the accompanying Proxy Statement.

Thank you for your support of Signet Jewelers. We ask that you carefully consider the information in this Proxy Statement related to the various proposals. The Board is committed to the long-term success of our Company, and we value your input and feedback.

Sincerely,

Helen McCluskey

Chair of the Board, Signet Jewelers

Notice of Annual Meeting of Shareholders

Date & TimePlace
Tuesday, July 1, 2025, 11:30 a.m., Eastern TimeVirtual meeting via live audio webcast at: www.virtualshareholder meeting.com/SIG2025

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).

Notice is hereby given that the 2025 Annual Meeting of Shareholders (“Meeting”) of Signet Jewelers Limited (the “Company” or “Signet”) to be held on Tuesday, July 1, 2025 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/SIG2025.

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 Tuesday, May 6, 2025 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 19, 2025

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on July 1, 2025. 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 JULY 1, 2025 OR BY VOTING ELECTRONICALLY AT THE VIRTUAL MEETING.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.