0000909518-12-000238.txt : 20120727 0000909518-12-000238.hdr.sgml : 20120727 20120727073034 ACCESSION NUMBER: 0000909518-12-000238 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120725 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120727 DATE AS OF CHANGE: 20120727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNET JEWELERS LTD CENTRAL INDEX KEY: 0000832988 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 000000000 FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 12988771 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 44-207-317-9700 MAIL ADDRESS: STREET 1: C/O 15 GOLDEN SQUARE CITY: LONDON STATE: X0 ZIP: W1F9JG FORMER COMPANY: FORMER CONFORMED NAME: SIGNET GROUP PLC DATE OF NAME CHANGE: 19931213 FORMER COMPANY: FORMER CONFORMED NAME: RATNERS GROUP PLC DATE OF NAME CHANGE: 19931213 8-K 1 mm07-2712_8k.htm FORM 8-K mm07-2712_8k.htm
 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): July 25, 2012
 
 
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
 
(IRS Employer
incorporation)
 
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))
 
 

 
 
 

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Director.

Signet Jewelers Limited (the “Company”) announced that Virginia “Gina” C. Drosos has been appointed to the Company’s Board of Directors (the “Board”), effective July 25, 2012.  A copy of the press release announcing Ms. Drosos’ election to the Board is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Ms. Drosos currently is Group President, Global Beauty, Skin, Cosmetics and Personal Care of Procter & Gamble Company (NYSE: PG), a leading multinational manufacturer of consumer packaged goods.  She recently announced her retirement from this position, effective September 1, 2012.  Ms. Drosos joined Procter & Gamble in 1987, and has held positions of increasing responsibility since then.  Ms. Drosos became Group President of Global Female Beauty, Beauty and Grooming in 2010 before assuming her current position in August 2011.  As a global business unit Group President, Ms. Drosos has responsibility for Procter & Gamble’s Global Beauty Care business unit operations, strategy and long term business development.
 
The Board of Directors has determined that Ms. Drosos is an independent director under the New York Stock Exchange listing standards.

There is no arrangement or understanding between Ms. Drosos and any other persons pursuant to which she was appointed as a director of the Company and there have been no related party transactions involving Ms. Drosos and the Company.

Ms. Drosos has entered into a letter of appointment of independent director and a deed of indemnity for directors and certain other persons substantially in the respective forms filed as Exhibits 10.28 and 10.29 to the Company’s Form 10-K for the fiscal year ended January 28, 2012, which outline the terms of a director’s appointment to the Board and provide for indemnification coverage for a director.


Item 9.01   Financial Statements and Exhibits.

(d)
Exhibits
 
 

99.1                      Press Release of Signet Jewelers Limited, dated July 27, 2012.




 
2
 

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:  July 27, 2012
      
       
 
By:
 
 /s/ Mark A. Jenkins
  
 
Name:
Mark A. Jenkins
  
 
Title:
Signet Company Secretary &
Chief Legal Officer
  

 
 
                                                         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
 

EXHIBIT INDEX



99.1.             Press Release of Signet Jewelers Limited, dated July 27, 2012.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
 EX-99.1 2 mm07-2712_8ke991.htm mm07-2712_8ke991.htm
EXHIBIT 99.1
 
SIGNET APPOINTS VIRGINIA C. DROSOS TO THE BOARD

Hamilton, Bermuda, July 27, 2012 - Signet Jewelers Ltd (“Signet”) (NYSE and LSE: SIG), the largest specialty retail jeweler in the US and the UK, today announced that Virginia “Gina” C. Drosos has been appointed to Signet’s Board of Directors (the “Board”), effective July 25, 2012.

Ms. Drosos currently is Group President, Global Beauty, Skin, Cosmetics and Personal Care of Procter & Gamble Company (NYSE: PG), a leading multinational manufacturer of consumer packaged goods.  She recently announced her retirement from this position, effective September 1, 2012.  Ms. Drosos joined Procter & Gamble in 1987, and has held positions of increasing responsibility since then.  Ms. Drosos became Group President of Global Female Beauty, Beauty and Grooming in 2010 before assuming her current position in August 2011.  As a global business unit Group President, Ms. Drosos has responsibility for Procter & Gamble’s Global Beauty Care business unit operations, strategy and long term business development.

The Board of Directors has determined that Ms. Drosos is an independent director under the New York Stock Exchange listing standards.

H. Todd Stitzer, Chairman, commented: “We welcome Gina as a director of Signet and are confident that her experience will enable her to make a significant contribution to the Company.”

Enquiries:
Tim Jackson, Investor Relations Director, Signet Jewelers
+1 (441) 296 5872

Signet operated 1,851 specialty retail jewelry stores at April 28, 2012, these included 1,320 stores in the US, where its store concepts include "Kay Jewelers", "Jared The Galleria Of Jewelry" and a number of regional names.  At the same date, Signet also operated 531 stores in the UK, where its store concepts are "H.Samuel," "Ernest Jones," and "Leslie Davis".  Further information on Signet is available at www.signetjewelers.com .  See also www.kay.com , www.jared.com , www.hsamuel.co.uk , and 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 release and include statements regarding, among other things, Signet’s results of operation, financial condition, liquidity, prospects, growth, strategies and the industry in which Signet operates.  The use of the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “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, including but not limited to general economic conditions, the merchandising, pricing and inventory policies followed by Signet, the reputation of Signet and its brands, the level of competition in the jewelry sector, the cost and availability of diamonds, gold and other precious metals, regulations relating to consumer credit, seasonality of Signet’s business, financial market risks, deterioration in consumers’ financial condition, exchange rate fluctuations, changes in consumer attitudes regarding jewelry, management of social, ethical and environmental risks, security breaches and other disruptions to Signet’s information technology infrastructure and databases, inadequacy in and disruptions to internal controls and systems, changes in assumptions used in making accounting estimates relating to items such as extended service plans and pensions, and risks relating to Signet being a Bermuda corporation.

For a discussion of these and other risks and uncertainties which could cause actual results to differ materially, see the “Risk Factors” section of Signet’s Fiscal 2012 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 22, 2012.  Actual results may differ materially from those anticipated in such forward-looking statements.  Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.