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SIGNET JEWELERS LTD

For the period ended Jun 26, 2026. Filed May 14, 2026.

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About this filing

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.

Jun 26, 2026 · Filed May 14, 2026

SIG$117.26-3.8%Stored close · as of Nov 6, 2026
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Contents

PROXY STATEMENT SUMMARY

2026 Annual Meeting of Shareholders

Highlights of certain information in this Proxy Statement are provided below. As it is only a summary, please refer to the complete Proxy Statement and 2026 Annual Report to Shareholders before you vote.

Date & Time June 26, 2026, 11:30 a.m., Eastern TimeVirtual meeting to be held via live audio webcast at www.virtualshareholdermeeting.com/SIG2026
Record Date May 1, 2026 Date proxy materials are first made available to Shareholders: May 14, 2026Electronic voting prior to the Annual Meeting www.proxyvote.com

Voting Matters and Board Recommendations

Proposals · Board’s Recommendation · Page
1.Election of eleven members of the Company’s Board of Directors.FOR All Director Nominees8
2.Appointment of KPMG LLP as independent registered public accounting firm 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.FOR34
3.Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers (the “Say-on-Pay” vote).FOR39

ELECTION OF DIRECTORS(Seepage 8)

Chair Helen McCluskey Director Terms 1 YearBoard Meetings in Fiscal 2026: 5of the meetings and those Committees on which the Director served
Standing Board Committee Meetings in Fiscal 2026
6Audit Committee6Finance Committee1Governance, Nominations &SustainabilityCommittee*7Human Capital Management & Compensation Committee1Technology Committee*
*In August 2025, the Board implemented a restructuring of its Committee framework pursuant to which the former Governance & Technology Committee was separated into a standalone Technology Committee and a reconstituted Governance, Nominations & Sustainability Committee. The key elements of the former Corporate Citizenship & Sustainability Committee were primarily integrated into the Governance, Nominations & Sustainability Committee or reassigned to other Committees. Prior to the change, the Corporate Citizenship & Sustainability Committee met two times and the Governance & Technology Committee met three times.
SIGNET JEWELERS12026 PROXY STATEMENT
Committees
NomineesACHCMCGNSCTCFCDirector SinceIndependentRecommended Vote
Helen McCluskey2013YESFOR
J.K. Symancyk2024NOFOR
André V. Branch◆◆2021YESFOR
Sandra B. Cochran◆◆2024YESFOR
Jeffrey Gennette◆◆2026YESFOR
R. Mark Graf◆C2017YESFOR
Zackery A. Hicks◆C2018YESFOR
Sharon L. McCollamC◆2018YESFOR
Brian TilzerC◆2017YESFOR
Eugenia Ulasewicz◆◆2013YESFOR
Dontá L. Wilson◆◆2021YESFOR
ACHCMCGNSCTCFC
Audit CommitteeHuman Capital Management & Compensation CommitteeGovernance, Nominations & Sustainability CommitteeTechnologyCommitteeFinance Committee

C = Chair

Upon the departure of Nancy Reardon, who currently serves as the Chair of the Human Capital Management & Compensation Committee and is not standing forre-election at the Annual Meeting, Mr. Wilson shall become Chair of the Human Capital Management & Compensation Committee effective immediately following the Annual Meeting.

CORPORATE GOVERNANCE(Seepage 16)

Our corporate governance reflects best practices.

BOARD ACCOUNTABILITY

◆ All Directors are elected annually ◆ The Company has majority voting for Director elections

LEADERSHIP STRUCTURE AND SUCCESSION PLANNING

◆ The roles of the Chair and Chief Executive Officer (“CEO”) are separate to provide clear division of responsibilities between leadership of the Board and the principal executive responsible for the Company’s operations ◆ The Board regularly participates in CEO and Chair succession planning ◆ Formal emergency succession plan for the Chair and CEO have been adopted

DIRECTOR INDEPENDENCE

◆ The Chair of the Board is independent and approves Board meeting agendas and oversees effective Board operation ◆ All members of the five standing Board Committees, including Audit, Finance, Governance, Nominations & Sustainability, Human Capital Management & Compensation and Technology are independent Directors ◆ All Directors are independent with the exception of the CEO

BOARD DIVERSITY

◆ The Board maintains a Director Refreshment Policy which includes Board refreshment considerations including diversity of skills, experiences, backgrounds, and other personal attributes, and publishes a Director skills matrix ◆ The Chair is a woman and four Board nominees are women ◆ Two Board nominees are persons of color ◆ The Board nominees range in ages from 49 to 72 years ◆ Two Board nominees identify with the LGBTQ+ community

BOARD REFRESHMENT

◆ A Director Refreshment Policy is in place, which provides a resignation policy in the event a Director retires from or significant changes their principal occupation or business position or they can no longer effectively fulfill their responsibilities to the Company and Board, and other refreshment considerations ◆ Average tenure of Board nominees is approximately 6.7 years ◆ Five Board nominees have been added since the beginning of 2021

SIGNET JEWELERS22026 PROXY STATEMENT

BOARD EVALUATION AND EFFECTIVENESS

◆ Annual Board, Committee and Director evaluations are conducted, including periodic external Board evaluations ◆ A Director skills matrix is reviewed and approved by the Board each year

SHAREHOLDER RIGHTS AND ALIGNMENT

◆ Company policy prohibits pledging and hedging of Company shares by Directors and employees ◆ Executive officer and Director Share Ownership Policies have been adopted ◆ No material related party transactions exist involving any Directors or the CEO ◆ There are no material restrictions to call special meetings or bring forth proposals at a general meeting of shareholders ◆ The Board cannot materially modify the Company’s capital structure without shareholder approval

DIRECTOR ACCESS AND ENGAGEMENT

◆ Executive sessions of independent Directors are held at each regularly scheduled Board meeting ◆ All Directors continuing in office at the time are required to attend the annual meeting of shareholders ◆ Shareholders have the ability to engage with Directors through the procedures set forth on page 28 of this Proxy Statement ◆ No Directors are considered over-boarded

CORPORATE CITIZENSHIP

◆ The Board oversees corporate citizenship and sustainability through its Governance, Nominations & Sustainability Committee ◆ The Company annually publishes a Corporate Citizenship and Sustainability Report that seeks to align with SASB reporting standards

HUMAN CAPITAL MANAGEMENT

◆ The Board oversees human capital management, including culture, compensation, inclusivity, benefits and well-being strategy, talent management, performance management, and succession planning through its Human Capital Management & Compensation Committee

RISK OVERSIGHT

◆ The Board oversees enterprise risk management, including oversight of climate change and cybersecurity risks ◆ The Board, its Committees and individual Board members have full access to management to discuss any risks impacting the Company or internal controls ◆ Board has responsibility for risk oversight with specific risk areas delegated to its Committees, whose deliberations are reported to the full Board as set forth on page 21 of this Proxy Statement

EXECUTIVE COMPENSATION(Seepage 39)

Our executive compensation program is designed to attract, motivate, reward and retain talent and align the interests of executives with shareholders by paying for performance

Our executive compensation philosophy is to provide an attractive, competitive, and market-based total compensation program tied to performance and aligned with long-term value creation. Our objective is to attract, retain, incentivize and reward the quality of executive officers necessary to deliver sustained high performance to our shareholders and customers. Our executive compensation practices during the fiscal year ended January 31, 2026 (“Fiscal 2026”) reinforced our goals and were aimed at rewarding our executive officers for meaningful progress against our Grow Brand Love strategic plan and priorities despite ongoing headwinds, volatility and uncertainty in the macroeconomic environment.

SIGNET JEWELERS32026 PROXY STATEMENT

Key components of our Fiscal 2026 executive compensation program

The Human Capital Management & Compensation Committee reviews program components, targets and payouts on an annual basis to assess the strength ofpay-for-performance alignment. Performance is evaluated against short-term goals that support our long-term business strategy and long-term goals that are drivers of long-term shareholder value creation. The Committee has established an executive compensation program that contains the following key components:

ComponentObjectivePerformance Linkage
Base salaryProvide a fixed level of pay, in cash, that is not at risk and reflects individual experience and ongoing contribution and performance.Amounts and performance adjustments are tied to individual performance, while factoring in competitive market benchmarks.
Annual bonus under the Short-Term Incentive Plan (“STIP”)Motivate and reward achievement of annual financial results against established annual goals of the Company.Cash awards depend on the degree of achievement against challenging annual performance targets that align with our strategic plan and focus on profitable growth.
Long-term incentives under the Long-Term Incentive Plan (“LTIP”) ◆ Performance-based restricted stock units (“PSUs”) ◆ Time-based restricted stock units (“RSUs”)Align management with long-term shareholder interests; retain executive officers; motivate and reward achievement of sustainable earnings growth and returns over time.PSUs (60% of LTIP awards granted in Fiscal 2026) require achievement of challenging financial goals over a three-year performance measurement period and vest following such performance period, and RSUs (40% of LTIP awards granted in Fiscal 2026) vest over a three-year period upon the continuance of service for retention.
SIGNET JEWELERS42026 PROXY STATEMENT

Executive compensation programs incorporate strong governance features

In designing and administering the Company’s compensation program, the Human Capital Management & Compensation Committee periodically reviews benchmarks and has sought to align the program with best practices and principles, such as:

WHAT WE DO

◆ Align pay to Company strategy and performance results

◆ Set rigorous, objective performance goals and tie vesting of performance-based equity awards to service over multiple years

◆ Ensure oversight of compensation and benefit programs by independent Board of Directors

◆ Impose and monitor meaningful stock ownership requirements

◆ Maintain a Clawback Policy compliant with NYSE rules, which allows for recoupment in all incentive plans and provides the Human Capital Management & Compensation Committee the discretion to clawback for other circumstances, including reputational harm

◆ Retain independent compensation consultant

◆ Set maximum payout limits on all variable compensation

◆ Mitigate undue risk in compensation programs

◆ Require double-trigger vesting for severance and change-in-control benefits and LTIP awards

WHAT WE DO NOT DO

◆ No excise tax gross-ups in connection with a change in control

◆ No dividend equivalents paid on performance share units

◆ No hedging transactions, short sales or pledging of Company stock

◆ No resetting of performance targets

◆ No excessive severance benefits

The Company received strong shareholder support for the executive compensation program in place during the fiscal year ended February 1, 2025 (“Fiscal 2025”), with 96% of votes cast approving the advisory Say-on-Pay resolution in July 2025. As in prior years, the Committee considered this input from shareholders as well as input from other stakeholders as part of its annual review of the executive compensation program. Based on the Committee’s assessment of the program, the Committee continued to apply the same principles in determining the amounts and types of executive compensation for Fiscal 2026.

Please see the Compensation Discussion and Analysis (“CDA”) section of this Proxy Statement for a detailed description of executive compensation.

SIGNET JEWELERS52026 PROXY STATEMENT

SUSTAINABILITY AND HUMAN CAPITAL MANAGEMENT(Seepage 31)

In Fiscal 2026, Signet brought its corporate Purpose —Inspiring Love — to life. We meaningfully advanced our Sustainability programs internally and strengthened our external data reporting capabilities. Our Human Capital Management strategy remains a key enabler of support for our Sustainability efforts.

We seek to provide our team members with a compelling benefits package and nurture talent through professional development opportunities that allow our team members to shine. Our team members fully embrace and embody our Purpose, enabling them to drive our mission, which is to Celebrate Life and Express Love® with our customers.

We continued to enhance and refine our Sustainability program and related initiatives in the last year. Significant milestones and accomplishments include:

The Signet Team Member Relief Fund, a team member-funded resource that provides financial assistance to colleagues facing personal hardships such as those caused by natural disasters or other emergencies, distributed vital support to nearly 150 team members this year.In line with our Purpose of Inspiring Love, the Signet Love Inspires Foundation donated more than $1.2 million to nonprofit organizations that support the communities where our team members live and work.For our calendar year 2025 fundraising campaign benefiting St. Jude Children’s Research Hospital®, Signet raised $12 million. This record-breaking contribution was the highest amount Signet has ever raised in one year for St. Jude. Signet has raised more than $122 million throughout its 27-year partnership and, in late 2023, committed to raising another $100 million for St. Jude.
In Fiscal 2026, Ethisphere named Signet to its 2026 World’s Most Ethical Companies® Honoree List for the second consecutive year, recognizing Signet’s dedication to ethical business practices that positively impact team members, the communities in which we operate, and broader stakeholders.Signet was named a Great Place to Work- Certified™ company for the sixth consecutive year. Our commitment to creating an exceptional team member experience is reflected in our team’s strong feedback on the Great Place to Work® Trust Index© Survey.Since 2021, Signet has been a participant in the United Nations Global Compact corporate responsibility initiative. The Ten Principles of the United Nations Global Compact take into account the fundamental responsibilities of businesses in the areas of human rights, labor, environment and anti- corruption.
In Fiscal 2026, Signet’s Sustainability program was guided by our 2030 Corporate Sustainability Goals (CSGs). Each CSG has a Signet Leadership Team sponsor to effectively integrate sustainability into Signet’s business operations.Signet executives and leaders advanced their involvement and oversight of climate risk and opportunities through its Climate Action and Sustainability Committee (CASC). The cross-functional CASC also guides the control environment for climate-related disclosures.Signet was named to four lists by Newsweek reflecting the superior quality and collegiality of our workplace.
SIGNET JEWELERS62026 PROXY STATEMENT
Signet Jewelers LimitedMay 14, 2026
Clarendon House 2 Church Street
Hamilton HM11, Bermuda
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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.