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): January 29, 2017
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Brian Tilzer
Signet Jewelers Limited (the “Company”) announced that Mr. Brian A. Tilzer has been appointed to the Board of Directors (the “Board”) on January 30, 2017, and his appointment will be effective February 1, 2017.
The Board considered the independence of Mr. Tilzer under the New York Stock Exchange (the “NYSE”) listing standards and the Company’s Corporate Governance Guidelines and concluded that Mr. Tilzer is an independent director under the applicable NYSE listing standards and the Company’s Corporate Governance Guidelines.
Mr. Tilzer 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, 2016.
Mr. Tilzer, 46, currently serves as Senior Vice President and Chief Digital Officer of CVS Health Corporation since 2013. Previously, he served various roles at Staples, Inc. from 2007 to 2013, Linens ‘N Thing, Inc. from 2002 to 2006, and Accenture Ltd. from 1992 to 2002. Mr. Tilzer does not serve on any public company boards.
There are no transactions between Mr. Tilzer and the Company that would be reportable under Item 404(a) of Regulation S-K.
Edward Hrabak
On January 29, 2017, Edward Hrabak provided Sterling Jewelers Inc. (“Sterling”), a wholly-owned subsidiary of the Company, with notice, pursuant to his Termination Protection Agreement (“TPA”) with Sterling, that he will resign from his position as Signet, Chief Operations Officer effective January 29, 2017. Mr. Hrabak will continue as an employee of the Company for transitional purposes, and will resign as an employee of the Company on July 17, 2017.
If Mr. Hrabak remains an employee through July 17, 2017 or if his employment is terminated by the Company without cause or due to death or disability prior to such date, Mr. Hrabak will receive his base salary from such date until March 15, 2018 along with a monthly cash payment equal to the employer contribution to the Company’s group health coverage premium through such date. Any unvested awards granted to him under the terms of the Omnibus Incentive Plan (“LTIP”) will vest pro-rata as of March 15, 2018, based on actual performance through the end of the applicable performance period for such awards that are subject to performance-based vesting. Mr. Hrabak will be eligible for fiscal year short term incentive cash payments under the 2017 & 2018 Short-Term Incentive Plans based upon actual performance for each year.
Sebastian Hobbs
Mr. Sebastian Hobbs, age 47, will be promoted to a newly created role as Signet, President and Chief Customer Officer effective January 29, 2017 reporting directly to the Signet Chief Executive Officer. Mr. Hobbs currently serves as Managing Director of Signet Trading Limited (STL) the Company’s wholly owned UK trading subsidiary, a position he has held since July 2013. Mr. Hobbs joined the Company as Commercial Director of the UK Division in March 2011.
In connection with his promotion, Mr. Hobbs’ annual base salary will increase from $500,000 to $700,000, his maximum annual bonus opportunity will remain at 150% of his annual base salary, and his long-term incentive award target will increase from approximately 110% to approximately 120% of his annual base salary (subject to a maximum of approximately 200% of Mr. Hobb’s annual base salary).
With his appointment, Mr. Hobbs’ Stock Ownership Guideline holding requirement will increase from 2x his base salary to 3x.
In Mr. Hobbs’ new role he will be relocating from the UK to the US. As such, relocation benefits will be available to Mr. Hobbs, including but not limited to reimbursement of certain costs of relocation, a single one-time relocation assistance allowance of $12,000 and two years of tax preparation services.
In addition, Mr. Hobbs entered into a TPA with the Company, effective January 29, 2017. The terms of Mr. Hobbs’ TPA are substantially similar to the TPAs provided to the Company’s other executive officers, except with respect to the terms described above. The full description of the terms provided in the TPA is incorporated by reference from the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 20, 2015.
The foregoing description of the TPA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the TPA. A copy of the TPA will be filed as an exhibit to the Company’s Annual Report on Form 10-K.
Bryan Morgan
Mr. Bryan Morgan, age 40, will be promoted to Signet, Chief Operations Officer effective January 29, 2017 reporting directly to the Signet Chief Executive Officer. Mr. Morgan currently serves as Signet Executive Vice President of Supply Chain Management, a position he has held since July 2015. Mr. Morgan has held positions of increasing management responsibility within Sterling, the Company’s wholly owned US trading company since June 2007 when he joined the Company as Director of Corporate Supply Chain, Procurement, and Strategic Sourcing.
In connection with his promotion, Mr. Morgan’s annual base salary will increase from $450,000 to $625,000, his maximum annual bonus opportunity will increase from 100% to 150% of his annual base salary, and his long-term incentive award target will increase from approximately 75% to approximately 120% of his annual base salary (subject to a maximum of approximately 200% of Mr. Morgan’s annual base salary).
With his appointment, Mr. Morgan’s Stock Ownership Guideline holding requirement will increase from 2x his base salary to 3x.
In addition, Mr. Morgan entered into an Amended and Restated TPA with the Company, effective January 29, 2017. The terms of Mr. Morgan’s Amended and Restated TPA are substantially similar to the TPAs provided to the Company’s other executive officers, except with respect to the terms described above. The full description of the terms provided in the Amended and Restated TPA is incorporated by reference from the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 20, 2015.
The foregoing description of the Amended and Restated TPA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated TPA. A copy of the Amended and Restated TPA will be filed as an exhibit to the Company’s Annual Report on Form 10-K.
George Murray
Mr. George Murray, currently Chief Marketing and Merchandising Officer of the Company, will become Chief Retail Insights & Strategy Officer effective January 29, 2017. Mr. Murray 61, served as President, Zale Division, between July 2014 and July 2015 and previously served as Senior Vice President of Marketing, Advertising and Public Relations for the Sterling Jewelers Division, having held a number of management positions since joining the Sterling Jewelers Division in 1992. Mr. Murray’s compensation arrangements remain unchanged.
There are no transactions between Mr. Hobbs, Mr. Morgan or Mr. Murray and the Company that would be reportable under Item 404(a) of Regulation S-K and there is no family relationship between any of them and any directors or executive officers of Signet under Item 401(d) of Regulation S-K.
A copy of the press release announcing these appointments is attached to 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 |
Description |
| 99.1 | Press Release of Signet Jewelers Limited, dated January 31, 2017. |
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.
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SIGNET JEWELERS LIMITED |
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| Date: | January 31, 2017 |
By: |
/s/ Mark Jenkins |
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Name: |
Mark Jenkins |
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Title: |
Chief Governance Officer & Corporate Secretary |
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EXHIBIT INDEX
| (d) | Exhibits |
|
Exhibit |
Description |
| 99.1 | Press Release of Signet Jewelers Limited, dated January 31, 2017. |
Exhibit 99.1
Signet Jewelers Announces Senior Organizational Changes to Drive Growth
Expands Digital Expertise through Appointment of Brian A. Tilzer to Board of Directors
HAMILTON, Bermuda--(BUSINESS WIRE)--January 31, 2017--Signet Jewelers Limited (NYSE:SIG), the world’s largest retailer of diamond jewelry, announced several organizational changes designed to enable execution of key business priorities including strengthening customer service, enhancing digital capabilities and driving profitable growth.
Senior Organizational Changes Include:
Chief Executive Officer Mark Light said, “We continue to align our organization and priorities with our Vision 2020 strategy and the changing retail environment, characterized by evolving shopping habits and increasing customer expectations for an outstanding digital experience. We are investing and directing more resources to improve the overall customer omni-channel journey, re-emphasizing our commitment to the customer experience and enhancing our analytics function to ensure we are offering products and services that appeal to today’s and tomorrow’s customers. These changes and investments support the long-term growth of our business and build upon our competitive strengths and leading market position.”
Exceptional Customer Experience
The Company announced the promotion of Sebastian Hobbs, UK Managing Director, to the newly created role of President and Chief Customer Officer.
“We view this new role of President & CCO as critically important to the future success of our organization,” said CEO Mark Light. “As the world’s largest diamond jewelry retailer, Signet is committed to continually earning the trust of our customers and ensuring they have a world-class experience. Seb’s experience uniquely positions him to succeed in this newly created role which reflects the importance we place on the customer experience at Signet. We are confident Seb will provide the leadership necessary to provide our customers with a strong voice and build a highly attentive and responsive omni-channel organization.”
Mr. Hobbs will report directly to Signet’s CEO and have global responsibility for leading all three of Signet’s critical, customer-facing functions: Store Operations, Merchandising and Marketing, including the continued development of a best-in-class omni-channel experience. Mr. Hobbs’ experience includes nearly six years at Signet, along with broad retail General Management and Commercial executive experience, and successful leadership of the UK Division’s business.
Signet also announced that Emma Hayward will be promoted to Executive Director of the UK Division, reporting to Mr. Hobbs, who will continue to oversee UK operations in his role as President & CCO. Currently UK Store Operations Director, Ms. Hayward has more than 20 years of experience in increasing retail leadership responsibilities, including 12 years in a number of management roles leading store operations at Signet.
Mark Light added, “Emma Hayward will be promoted to Executive Director of the UK Division, reporting to Seb, who will continue to oversee UK operations. We believe her commitment and experience will ensure an unparalleled customer experience across our UK businesses.”
Ensuring Efficiency and Infrastructure Excellence
Bryan Morgan, EVP, Supply Chain Management and Repair, has been promoted to Signet’s new Chief Operations Officer reporting to CEO Mark Light.
“The ongoing modernization of Signet’s IT systems is critical to meeting increasing consumer demand and supporting an exceptional online shopping experience,” said Light. “Bryan will be responsible for working closely with our Chief Information Officer to deliver against our IT systems objectives.”
Mr. Morgan will also lead Signet’s transformational initiatives and operational efficiency objectives, in addition to his current responsibilities for the expansion and harmonization of Signet’s international distribution centers and logistics, implementing enhancements to customer repair procedures, and continuously improving the Company’s strategic procurement processes.
Leveraging Consumer Insights and Analytics
George Murray, Chief Merchandising and Marketing Officer, has been named to the new role of Chief Retail Insights and Strategy Officer, reporting to CEO Mark Light. The move reflects the increasing complexity and scope of the business and a greater emphasis on retail and consumer data to drive strategy across the business.
Mr. Murray will continue to play a key role on Signet’s Executive Committee. He will also focus on identifying strategic opportunities for future growth, building out a world-class retail analytics function and fully integrating our retail analytics capabilities with the Strategy team.
Expanding Digital Expertise on Signet’s Board of Directors
In a companion press release, Signet has announced that Brian A. Tilzer, currently Chief Digital Officer at CVS Health, has been appointed to the Signet Board of Directors.
“Brian’s deep experience from his digital and e-commerce roles at major retailers, combined with his current work developing a breakthrough customer experience through digital in an omni-channel environment, are perfectly aligned with our priorities, said Mark Light. “We are thrilled that Brian will be joining our Board, and we look forward to benefitting from his outstanding digital and retail expertise as we continue to enhance our omni-channel capabilities.”
Mr. Tilzer has more than 20 years of experience in strategic business development, operations and information technology, with a deep concentration in corporate and ecommerce strategy. Prior to joining CVS Health, Tilzer was the Senior Vice President of Global e-Commerce with Staples, where he developed and led several multi-channel digital innovation strategies. Tilzer holds a BA from Tufts University and an MBA from The Wharton School.
Key Retirements
In addition to the new leadership position appointments, Signet is announcing the retirement of two long-time executives: Ed Hrabak, Signet Chief Operations Officer; and Tryna Kochanek, EVP, North American Store Operations. Each executive has committed to ensuring a smooth transition prior to departure.
“With a career spanning nearly 40 years, including 30 years at Signet in key Merchandising and executive leadership roles, Ed has earned a distinguished global reputation throughout the jewelry industry. As he steps down from his COO role, we want to recognize his values-driven leadership, which has been instrumental in our rapid profitable growth and performance excellence.”
Mr. Light continued, “We greatly value Tryna’s many contributions to our organization since she began her career at Signet 30 years ago. Tryna has taken on increasingly significant Store Operations leadership roles throughout her career and her dedication to developing team members and her commitment to measurable excellence had a tremendous impact on Signet’s growth and success.”
“We want to express our heartfelt appreciation for Ed’s and Tryna’s dedication and countless contributions to Signet over these past three decades and we wish them the very best in their retirements.”
About Signet and Safe Harbor Statement
Signet Jewelers Limited is the world's largest retailer of diamond jewelry. Signet operates approximately 3,600 stores primarily under the name brands of Kay Jewelers, Zales, Jared The Galleria Of Jewelry, H.Samuel, Ernest Jones, Peoples and Piercing Pagoda. 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 and www.pagoda.com.
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 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, to general economic conditions, regulatory changes following the United Kingdom's announcement to exit from the European Union, a decline in consumer spending, 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 customer credit, seasonality of Signet’s business, financial market risks, deterioration in customers’ financial condition, exchange rate fluctuations, changes in Signet's credit rating, 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, risks related to Signet being a Bermuda corporation, the impact of the acquisition of Zale Corporation on relationships, including with employees, suppliers, customers and competitors, and our ability to successfully integrate Zale Corporation's operations and to realize synergies from the transaction.
For a discussion of these risks and other risks and uncertainties which could cause actual results to differ materially from those expressed in any forward looking statement, see the "Risk Factors" section of Signet's Fiscal 2016 Annual Report on Form 10-K filed with the SEC on March 24, 2016 and Part II, Item 1A of Form 10-Q filed November 29, 2016. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
CONTACT:
Signet Jewelers
Investors:
James Grant, +1-330-668 5412
VP
Investor Relations
or
Media:
David Bouffard, +1-330-668 5369
VP
Corporate Affairs