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:
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| 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 | | |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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| | | | SIGNET JEWELERS LIMITED |
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| Date: | | March 20, 2024 | | By: | | /s/ Joan M. Hilson |
| | | | Name: | | Joan M. Hilson |
| | | | Title: | | Chief Financial, Strategy & Services Officer |
