8-K

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 5, 2021

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:

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 February 5, 2021, the Board of Directors (the “Board”) of Signet Jewelers Limited (“Signet” or the “Company”) appointed Mr. André Branch and Mr. Dontá Wilson to the Board, effective February 8, 2021.

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

Messrs. Branch and Wilson are 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 1, 2020.

Mr. Branch, 48, has served as Senior Vice President and General Manager of MAC Cosmetics North America at Estee Lauder Companies since 2020. In his current role, he oversees the entire operations of MAC Cosmetics across all channels including free standing stores, department stores, specialty-multi, pure play, and ecommerce. His responsibilities include, but are not limited to strategy development and execution, supply chain management, marketing, innovation, commercial management, customer experience design, data analytics and management, consumer research, and talent pipeline development. He is a general management and marketing executive with over 25 years of experience at some of the world's leading consumer packaged goods companies. Prior to joining Estee Lauder, he served in various roles at L’Oréal USA. He was Senior Vice President, E-Commerce and Digital Operations from 2018 to 2020, where he ran digital and ecommerce operations for L’Oréal’s USA operations, and National Account Sales Vice President at Macy’s for Lancôme from 2014 to 2015. Between his stints at L’Oréal, he served as President, E-Commerce Division at The Nature’s Bounty Company from 2016 to 2017 and CMO, Consumer Packaged Goods Division at The Nature’s Bounty Company from 2015 to 2016.

Mr. Wilson, 44, has served as Chief Digital and Client Experience Officer at Truist Financial Corporation (formerly, BB&T) since 2018 and Chief Client Experience Officer since 2016. In his current role, he oversees digital banking, digital sales, digital transformation, digital strategy and innovation, intelligent automation, client experience strategy, client insights and analytics, omnichannel strategy, experience design and research, marketing, sales optimization, corporate communications, culture alignment and activation, the Truist Foundation, and fintech investments through Truist Ventures. Mr. Wilson also currently serves as an executive sponsor of Truist Financial Corporation’s diversity, equity and inclusion initiative, and he co-chairs its culture council. Mr. Wilson is an operating and general management executive with over 20 years of experience including digital and marketing expertise. He joined BB&T in 1995 and has held various positions of increasing responsibilities. Most recently, before becoming Chief Digital and Client Experience Officer, he served as the Group/State President, BB&T of Georgia from 2014 to 2016 and President, BB&T of Alabama from 2009 to 2014.

At this time, Mr. Branch and Mr. Wilson have not been appointed to any committees of the Board.

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

A copy of the press release announcing the appointments 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	Press Release of Signet Jewelers Limited, datedFebruary10, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		SIGNET JEWELERS LIMITED
Date:	February 10, 2021	By:	/s/ Joan Hilson
		Name:	Joan Hilson
		Title:	Chief Financial Officer

Document

Exhibit 99.1

SIGNET JEWELERS ANNOUNCES TWO NEW BOARD APPOINTMENTS

New members to bring expertise in branding, services, operations and digital innovation

HAMILTON, Bermuda, February 10, 2021 – Signet Jewelers Limited ("Signet") (NYSE:SIG), the world's largest retailer of diamond jewelry, today announced the appointments of André Branch and Dontá Wilson to its board of directors, effective immediately. Their appointments will expand Signet’s board to 12 from 10 members, 11 of whom are independent, and will further position the company’s goal to reinvent how people browse, shop and purchase jewelry for all occasions.

“We’re thrilled to welcome André and Dontá to the Signet Board of Directors,” said H. Todd Stitzer, Board Chairman. “These dynamic, transformative leaders with incredible backgrounds and track records join Signet at an exciting time, and embody what we seek from our directors – agile mindsets, proven leadership and innovative thinking. I’m confident they will help fuel our work accelerating Signet’s digital-first, omnichannel transformation under CEO Gina Drosos’ leadership.”

About André Branch

Branch is passionate about building and reinventing brands, as well as expanding customer experiences through services. Last year, he became the Senior Vice President and General Manager of MAC Cosmetics North America - Estee Lauder. Branch previously served as Senior Vice President of e-Commerce and Digital Operations at L’Oréal USA. He is a well-rounded operator and, in previous roles there, led some of the company’s most iconic brands such as Viktor & Rolf Flowerbomb, Diesel, Stella McCartney, and Ralph Lauren – where he oversaw one of the most successful men’s fragrance launches in the country.

An entrepreneurial business leader and modern marketer, Branch has substantial experience managing P&Ls, generating top-line and bottom-line growth, and leading cross-functional teams. He received an MBA from the University of Michigan and a bachelor’s degree in economics from the University of Maryland. Prior to receiving his MBA, Branch worked as a CPA in audit for Deloitte & Touché. He is a native of Baltimore and often volunteers his time inspiring and motivating kids from disadvantaged backgrounds.

“I’m delighted to join the Signet board, especially at this critical moment when the company has demonstrated remarkable agility as part of its Path to Brilliance transformation,” Branch said. “I’m also energized by Signet’s purpose of inspiring love for its customers, employees and communities.”

About Dontá Wilson

Wilson currently serves as the Chief Digital and Client Experience Officer of Truist Financial Corporation, the nation’s 6th largest and highly innovative purpose-driven bank. He leads Truist’s digital innovation and transformation, overseeing digital banking and commerce, delivering the company’s largest-ever new branding launch, and responsible for omni-channel client experience strategy, client analytics and client journey execution. Wilson has a passion for accelerating employee experience and serves as an executive sponsor of Truist’s diversity, equity and inclusion initiative and co-chair of its culture council. He is a strategic, tech-savvy and operationally grounded leader who brings a proven track record of positively impacting growth, digital transformation, brand equity and culture across organizations, along with an intense focus on delivering a distinctive client experience.

A five-time winner of Savoy Magazine’s Top 100 Most Influential Blacks in Corporate America, Wilson received an MBA from the University of Maryland and a bachelor’s in business administration from the University of North Carolina at Charlotte. He also has deep experience serving on not-for-profit boards, primarily focused on ensuring that disadvantaged youth have opportunity for education and focused on eliminating the digital divide.

"I am excited to join Signet’s board of directors, particularly in this moment as it accelerates the company’s transformation with breakthroughs in customers’ digital experience and innovation in every part of the business and organization,” Wilson said. “I’m energized to help Signet leverage its purpose as a key business growth driver delivering positive impact across the industry and world."

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

Signet’s Commitment to Diversity, Equity & Inclusion

Signet Jewelers Limited is the world's largest retailer of diamond jewelry with a Purpose of Inspiring Love. The company operates approximately 2,900 stores primarily under the name brands of Kay Jewelers, Zales, Jared, H.Samuel, Ernest Jones, Peoples, Piercing Pagoda, and JamesAllen.com as well as digital marketplaces under the URLs www.kay.com, www.zales.com, www.jared.com, www.hsamuel.co.uk, www.ernestjones.co.uk, www.peoplesjewellers.com, www.pagoda.com, and www.jamesallen.com.

For its third consecutive year, Signet Jewelers in January 2021 was recognized by Bloomberg Gender Equality Index for its commitment to Diversity, Equity and Inclusion, and was recently named a Certified Great Place to Work.™ A key part of Signet’s transformation plan is advancing the company’s commitment to diversity both within the company and within the communities in which it operates. Further information on Signet is available at www.signetjewelers.com.

With the appointment of Branch and Wilson, 59% percent of Signet’s Board is now comprised of women or persons of color. Additionally, within its employee base, 82% of Signet’s team members represent gender or ethnic diversity, including 58% within the executive team since August 2020.

Safe Harbor Statement

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 2020 Annual Report on Form 10-K filed with the SEC on March 26, 2020 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.

Media

Colleen Rooney

Chief Communications Officer

colleen.rooney@signetjewelers.com

Barbara DeLollis

VP, Media Relations

barbara.delollis@signetjewelers.com

+1-301-814-3357