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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): February 23, 2024
  
SIGNET JEWELERS LIMITED
(Exact name of registrant as specified in its charter)
 
 Commission File Number: 1-32349
 
BermudaNot 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 classTrading Symbol(s)Name of each exchange on which registered
Common Shares of $0.18 eachSIGNew 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 February 23, 2024, the Board of Directors (the “Board”) of Signet Jewelers Limited (“Signet” or the “Company”) appointed Ms. Sandra Cochran to the Board, effective February 27, 2024. The Board also appointed Ms. Cochran to its Human Capital Management & Compensation Committee, having determined that she satisfies all applicable requirements to serve on such committee.

The Board considered the independence of Ms. Cochran under the New York Stock Exchange (the “NYSE”) listing standards and Signet’s Corporate Governance Guidelines and concluded that she is an independent director under the applicable NYSE listing standards and Signet’s Corporate Governance Guidelines.

Ms. Cochran is entitled to compensation and indemnification consistent with the compensation and indemnification provided to other members of the Board. Compensation includes any fees and equity awards, and reimbursement for reasonable, out-of-pocket and documented expenses incurred in attending meetings of the Board and its committees. The full description of the Company’s director compensation arrangements and director indemnification agreement is incorporated by reference to the Company’s most recent definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 4, 2023.

Ms. Cochran, 65, served as Executive Chair of Cracker Barrel Old Country Store, Inc., a publicly traded restaurant and retail concept, from November 2023 through February 22, 2024. Prior to her role as Executive Chair, she served in positions of increasing responsibility at Cracker Barrel, including service as President and Chief Executive Officer and a director from September 2011 to October 2023, President and Chief Operating Officer from November 2010 to September 2011, and Executive Vice President and Chief Financial Officer from April 2009 until November 2010. Prior to joining Cracker Barrel, she served in multiple executive leadership roles at Books-A-Million, Inc., a publicly traded book retailer, including as Chief Executive Officer from February 2004 to April 2009, President from August 1999 to February 2004, and Chief Financial Officer from September 1993 to August 1999. Ms. Cochran currently serves on the Board of Lowe's Companies, Inc., a publicly traded leading home improvement retailer, since 2016. She previously served on the Board of Cracker Barrel from September 2011 to February 22, 2024, and Dollar General Corporation, a publicly traded variety store company, from 2012 to May 2020.

There are no transactions between Ms. Cochran and the Company that would be reportable under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment is included with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01     Financial Statements and Exhibits

(d)    Exhibits
Exhibit Number Description of Exhibit
99.1 
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SIGNET JEWELERS LIMITED
Date:
February 28, 2024By:/s/ Joan M. Hilson
Name:Joan M. Hilson
Title:Chief Financial, Strategy & Services Officer



Exhibit 99.1
SIGNET JEWELERS ANNOUNCES NEW BOARD APPOINTMENT

HAMILTON, Bermuda, February 28, 2024 – Signet Jewelers Limited ("Signet" or the “Company”) (NYSE:SIG), the world's largest retailer of diamond jewelry, today announced the appointment of Sandra Cochran to its Board of Directors (“Board”), effective on February 27, 2024. The Board also appointed Ms. Cochran as a member of the Human Capital Management and Compensation Committee. Her appointment temporarily increased the size of the Board from 12 to 13 members, 12 of whom are independent, as we transition toward tenure limitations being reached on the Board under the Company’s Director Tenure Policy.

“Sandy’s rich background in retail, coupled with her strong executive leadership skills and deep financial expertise, will make her an incredibly valuable member of the Signet Board of Directors,” said H. Todd Stitzer, Board Chairman. “She embodies the combination of skills we need to continue to build the Signet of the future. I’m thrilled to welcome Sandy to the Board and believe that her experience in critical areas like marketing, risk management and strategic planning will help to further support Signet’s transformation, led by CEO Gina Drosos.”

About Sandra Cochran

Cochran brings to Signet more than 25 years of retail experience, most recently serving as president and chief executive officer of Cracker Barrel Old Country Store, Inc. from September 2011 to this past November when she became Executive Chair of the company and served in such position until February 22, 2024. She joined Cracker Barrel as chief financial officer in 2009 and was named president and chief operating officer the following year. Throughout her tenure, she was credited with driving strong performance, creating shareholder value, recruiting and developing key talent, and championing a culture that allowed the company to pivot quickly to new strategies based on always-evolving customer needs.

Cochran previously served as chief executive officer of Books-A-Million, Inc. from 2004-2009. She currently sits on the board of Lowe’s Companies, Inc. and, in addition to her prior service on the board of Cracker Barrel, previously served on the board of Dollar General Corporation.

“I’m delighted to join the Signet Board and see so much overlap between the work that I led at Cracker Barrel and the focus that Signet has on investing in the customer experience and leveraging loyalty, technology and personalization to help drive the business,” Cochran said. “I look forward to helping Signet execute on its strategic priorities while also continuing to Inspire Love around the world.”

For more information regarding the Signet Board, please see http://www.signetjewelers.com/investors/corporate-governance/default.aspx.

Our Purpose and Sustainable Growth:
As a company with a Purpose-inspired business strategy, Signet is committed to ongoing leadership in Corporate Citizenship & Sustainability. Signet released its Fiscal 2023 Corporate Citizenship & Sustainability Report including a progress report on its 2030 Corporate Sustainability Goals. The report reflects the Company's commitment to its Corporate Sustainability framework defined by Love for All People; Love for Our Team; and Love for Our Planet and Products. Since the release of its Corporate Sustainability Goals approximately two years ago, the Company has successfully integrated the Inspiring Brilliance business strategy and long-term corporate sustainability initiatives into its culture and day-to-day business operations. Signet recently celebrated reaching the $100 million mark in funds raised throughout its 25-year partnership with St. Jude Children's Research Hospital®. It also announced a new, additional $100 million commitment to St. Jude, which will help to further increase survivorship in the United States and around the globe where survivorship rates are much lower.




About Signet and Safe Harbor Statement:
Signet 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.

This release contains statements which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, based upon management's beliefs and expectations as well as on assumptions made by and data currently available to management, appear in a number of places throughout this document and include statements regarding, among other things, Signet's prospects, growth and strategies. The use of the words "expects," "intends," "anticipates," "estimates," "predicts," "believes," "should," "potential," "may," "preliminary," "forecast," "objective," "plan," or "target," and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties which could cause the actual results to not be realized. For a discussion of the risks and uncertainties which could cause actual results to differ materially from those expressed in any forward looking statement, see the "Risk Factors" and "Forward-Looking Statements" sections of Signet's Fiscal 2023 Annual Report on Form 10-K filed with the SEC on March 16, 2023 and quarterly reports on Form 10-Q and the "Safe Harbor Statements" in current reports on Form 8-K filed with the SEC. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

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Document and Entity Information
Feb. 23, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 23, 2024
Entity Registrant Name SIGNET JEWELERS LIMITED
Entity File Number 1-32349
Entity Incorporation, State or Country Code D0
Entity Address, Address Line One Clarendon House
Entity Address, Address Line Two 2 Church Street
Entity Address, City or Town Hamilton
Entity Address, Postal Zip Code HM11
Entity Address, Country BM
City Area Code 441
Local Phone Number 296 5872
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares of $0.18 each
Trading Symbol SIG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000832988
Amendment Flag false
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