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): March 13, 2018

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))

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

Signet Jewelers Limited (“Signet” or the “Company”) announced that Ms. Sharon L. McCollam and Ms. Nancy A. Reardon have been appointed to the Signet Board of Directors (the “Board”) on March 13, 2018. The Board also appointed Ms. McCollam to its Audit Committee and Ms. Reardon to its Compensation Committee, having determined that each satisfies all applicable requirements to serve on such respective committee, including without limitation Signet’s Corporate Governance Guidelines.

A copy of the press release announcing Ms. McCollam’s and Ms. Reardon’s election to the Board is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The Board considered the independence of Ms. McCollam and Ms. Reardon under the New York Stock Exchange (the “NYSE”) listing standards and Signet’s Corporate Governance Guidelines and concluded that Ms. McCollam and Ms. Reardon are independent directors under the applicable NYSE listing standards and Signet’s Corporate Governance Guidelines.

Each of Ms. McCollam and Ms. Reardon 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 definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 4, 2017.

Ms. McCollam, 54, served as the Chief Financial Officer and Chief Administrative Officer of Best Buy Co., Inc. from December 2012 until her retirement in June 2016 and continued to serve as an advisor to Best Buy Co. until January 2017. Previously, Ms. McCollam served as Executive Vice President, Chief Operating and Chief Financial Officer of Williams-Sonoma, Inc. Prior to Williams-Sonoma, Ms. McCollam served as Chief Financial Officer of Dole Fresh Vegetables Inc. from 1996 to 2000 and in various other finance-related leadership positions at Dole Food Company Inc., including its Vice President and Controller from 1993 to 1996. Ms. McCollam currently serves as a member of the board of directors for Stitch Fix, Inc., which is a public company. Ms. McCollam also serves as a member of the board of directors for private companies Hallmark Cards, Inc., Argos Holdings, Inc. (PetSmart), and Art.com, and also serves on the boards of Sutter Health and St. Jude Children’s Research Hospital.

Ms. Reardon, 65, served as Senior Vice President and Chief Human Resources and Communications Officer of Campbell Soup Company, Inc. from 2004 until her retirement in April 2012. Previously, Ms. Reardon served as Executive Vice President, Human Resources of Comcast Corporation from 2002 to 2004. Prior to Comcast, Ms. Reardon served in various other human resources-related positions at Borden Capital Management Partners from 1997 to 2002, Duracell, Inc. from 1991 to 1997, American Express Company from 1989 to 1991, Avon Products, Inc. from 1985 to 1989, and General Electric Company from 1979 to 1985. Ms. Reardon currently serves as a member of the board of directors for Big Lots, Inc., which is a public company. Ms. Reardon also serves on the private company board of directors for Kids II, Inc.

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

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
Exhibit Number	Description
99.1	Press Release of Signet Jewelers Limited, dated March 14, 2018

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: March 14, 2018
	By:	/s/ Lynn Dennison
	Name:	Lynn Dennison
	Title:	Chief Legal & Transformation Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Signet Jewelers Limited, dated March 14, 2018

EX-99.1

Exhibit 99.1

Signet Jewelers Adds Two Directors to its Board

Sharon L. McCollam and Nancy A. Reardon Join Board

March 14, 2018, HAMILTON, Bermuda--(BUSINESS WIRE) -- Signet Jewelers Limited (the “Company”) (NYSE: SIG), the world’s largest retailer of diamond jewelry, today announced that its Board of Directors appointed Sharon L. McCollam and Nancy A. Reardon as Independent Directors effective March 13, 2018. These appointments will further strengthen the Board’s expertise and breadth of experience as Signet launches its “Path to Brilliance” transformation strategic plan.

The Company today announced a comprehensive three-year transformation plan to drive growth and long term financial performance, repositioning the company to be a share gaining, OmniChannel jewelry category leader.  With these two additions, the Board represents an effective mix of industry and functional experience, public board service, and fresh perspectives.  The Board now numbers 12 members, 6 of whom are women.

McCollam most recently served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Best Buy Company, and Reardon most recently was Senior Vice President, Chief Human Resources and Communications Officer for Campbell Soup Company.

H. Todd Stitzer, Signet Board of Directors Chairman, recognized the deep retail and change management experience that both McCollam and Reardon bring to Signet, as well as outstanding operational expertise.

“Both Sharon and Nancy served major public companies in C-suite positions.  Their significant functional skills and broad operational experience in successfully transforming large complex organizations will be invaluable to our leadership as the team implements a strategic plan to grow and improve our business,” Stitzer said.  “Board refreshment and recruiting talented individuals have been an essential part of Signet's corporate governance practices, and we’re pleased to further strengthen our Board’s capabilities.

“Sharon and Nancy are both known for their transformational leadership, and have spent their careers helping to successfully position well-known consumer brands for long-term financial success,” Stitzer explained.  “With the launch of the Signet Path to Brilliance transformation plan, we welcome them to the Board and look forward to the deep insights they can both provide in strengthening culture and transforming our products and brands.”

About Sharon L. McCollam

McCollam served as Executive Vice President, Chief Administrative and Chief Financial Officer of Best Buy Co., Inc. (NYSE:  BBY) from 2012 to 2017.  In this role, McCollam was broadly recognized as the co-pilot of the company’s Renew Blue transformation, which has been regarded by the investment community as one of the foremost OmniChannel turnarounds in the retail sector.  McCollam oversaw all aspects of global finance, information technology, supply chain, customer care, real estate, store development, enterprise shared services and Mexico operations.

McCollam previously served as Executive Vice President, Chief Operating and Chief Financial Officer of Williams-Sonoma, Inc. (NYSE: WSM), with oversight for all aspects of global finance, human resources, information technology, real estate, store development and enterprise shared services.  She joined the company in 2000, was promoted to the role of Chief Operating and Chief Financial Officer in 2006 and was appointed to the Board of Directors in 2010.  She retired in 2012.

Prior to her time at Williams-Sonoma, Inc., McCollam served as Vice President and Chief Financial Officer of Dole Fresh Vegetables, Inc., a division of Dole Food Company Inc. (NYSE: DOLE).  McCollam served in this role from 1996 to 2000, as well as in other financial leadership roles from 1993 to 1996.

Today, McCollam serves as a member of the Board of Directors of Stitch Fix, Inc. (NASDAQ: SFIX). Her prior public Board service was with Del Monte Foods Company (NYSE: DLM), Office Max Incorporated (NYSE: OMX), Whole Foods Market, Inc. (NASDAQ: WFM) and Williams Sonoma, Inc. (NYSE: WSM).   McCollam also serves on the privately held Boards of PetSmart, Inc., Hallmark Cards, Inc., and Art.com, in addition to the nonprofit Boards of Sutter Health and ALSAC/St. Jude Children’s Research Hospital.

About Nancy A. Reardon

Reardon is widely viewed as a leading human resources executive given her 33-year service in the field, working for notable large complex global organizations.  She joined the Campbell Soup Company (NYSE: CPB) in 2004 and retired in 2012 as the Chief Human Resources and Communications Officer.  During her tenure, she played a key role in shaping Campbell’s strategic and operating plans and was instrumental in transforming Campbell’s culture, earning the company honors as a Best Place to Work in the United States, Canada, and Australia.  In 2010, Campbell's received the prestigious Catalyst Award for its success in creating a workplace that supports women and families.  The Gallup organization also recognized the company for having one of the most highly engaged global work forces.

Before joining Campbell's, Reardon served as Executive Vice President - Human Resources for Comcast Corporation (NASDAQ: CMCSA), where she was instrumental in the merger integration of AT&T Broadband.  Other human resources leadership positions included Executive Vice President, Human Resources & Corporate Affairs for Borden Capital Management Partners; and, Executive Vice President, Human Resources & Communications for Duracell Inc. Before holding various human resources roles at American Express (NYSE: AXP) and Avon Products (NYSE: AVP), she began her career at General Electric (NYSE: GE).

She is currently on the Boards of Directors for Big Lots, Inc. (NYSE: BIG) and Kids II, a privately-held infant and toddler toy and gear company.  Previous public Board experience includes Warnaco Group, Inc.   She also served on the Girls Scouts of the USA Board and was named a YWCA Woman of Achievement.

Signet’s Commitment to Diversity

The Wall Street Journal reported in 2016 that Signet was one of the top 25 S&P 500 companies for women’s representation on its Board.  Since then, female representation increased, with the 12-member Signet Board of Directors now consisting of an equal split between men and women.

“We’re very proud of our Board’s makeup and the diversity of experience,” Stitzer said. “Given a strong female presence among our consumers and a workforce that is greater than 70% women, Sharon and Nancy, along with our Chief Executive and other female board colleagues, are role models of excellence and offer unique and valuable perspective in every way.”

Other Board members are: Virginia C. Drosos, Signet Chief Executive Officer, R. Mark Graf, Helen McCluskey, Marianne Miller Parrs, Thomas Plaskett, Jonathan Sokoloff, Brian Tilzer, Eugenia Ulasewicz and Russell Walls. For more information regarding Signet Board members, please see http://www.signetjewelers.com/investors/corporate-governance/default.aspx.

About Signet Jewelers Ltd.

Signet Jewelers Limited is the world's largest retailer of diamond jewelry.  Signet operates over 3,500 stores primarily under the name brands of Kay Jewelers, Zales, Jared The Galleria Of Jewelry, H.Samuel, Ernest Jones, Peoples, Piercing Pagoda and JamesAllen.com. Further information on Signet is available at www.signetjewelers.com. See also 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.