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): June 12, 2020
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.
(e) On June 12, 2020, at the 2020 Annual Meeting of Shareholders (the "Annual Meeting") of Signet Jewelers Limited (the "Company"), the shareholders of the Company approved an amendment to the Company’s 2018 Omnibus Incentive Plan to increase the number of shares available for grant thereunder by 2,500,000.
The Amended and Restated 2018 Omnibus Incentive Plan (the "Amended Plan") is attached hereto as Exhibit 10.1 and is hereby incorporated herein by reference. The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting was held on June 12, 2020.
(b) The following matters were voted upon at the Annual Meeting and the results of the voting were as follows:
Proposal One:
Election of ten members of the Company’s Board of Directors to serve until the next annual meeting of shareholders of the Company or until their respective successors are elected in accordance with the Bye-laws of the Company.
| Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| H. Todd Stitzer | 42,085,620 | 209,102 | 32,757 | 7,768,685 | ||||
| Virginia C. Drosos | 42,084,416 | 211,680 | 31,383 | 7,768,685 | ||||
| R. Mark Graf | 42,112,347 | 181,935 | 33,197 | 7,768,685 | ||||
| Zackery Hicks | 42,112,761 | 180,150 | 34,568 | 7,768,685 | ||||
| Helen McCluskey | 41,832,756 | 461,540 | 33,183 | 7,768,685 | ||||
| Sharon L. McCollam | 40,525,085 | 1,767,676 | 34,718 | 7,768,685 | ||||
| Nancy A. Reardon | 41,825,483 | 465,902 | 36,094 | 7,768,685 | ||||
| Jonathan Seiffer | 41,797,350 | 495,362 | 34,767 | 7,768,685 | ||||
| Brian Tilzer | 41,930,067 | 361,964 | 35,448 | 7,768,685 | ||||
| Eugenia Ulasewicz | 41,938,212 | 356,383 | 32,884 | 7,768,685 | ||||
Proposal Two:
Appointment of KPMG LLP as independent auditor of the Company, to hold office until the conclusion of the next annual meeting of shareholders and authorization of the Audit Committee to determine its compensation.
| For | Against | Abstain | Broker Non-Votes | |||
| 49,462,919 | 524,979 | 108,266 | 0 | |||
Proposal Three:
Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| For | Against | Abstain | Broker Non-Votes | |||
| 39,125,609 | 3,100,990 | 100,880 | 7,768,685 | |||
Proposal Four:
Approval of an amendment to the Signet Jewelers Limited 2018 Omnibus Incentive Plan, including to increase the number of shares available for issuance thereunder.
| For | Against | Abstain | Broker Non-Votes | |||
| 39,302,530 | 2,895,961 | 128,988 | 7,768,685 | |||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description of Exhibit | |
| 10.1 | ||
| 104 | Cover 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: | June 16, 2020 | By: | /s/ Joan Hilson | |||
| Name: | Joan Hilson | |||||
| Title: | Chief Financial Officer | |||||