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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Signet Jewelers Ltd | NYSE:SIG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
3.48 | 3.68% | 97.825 | 98.115 | 94.57 | 95.39 | 332,889 | 17:53:16 |
¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ý
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to §240.14a-12
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x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which the transaction applies:
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(2)
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Aggregate number of securities to which the transaction applies:
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(3)
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of the transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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Election of Directors to 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.
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2.
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Appointment of KPMG LLP as independent auditor of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next Annual Meeting of Shareholders and to authorize the Audit Committee to determine its compensation.
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3.
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Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the “Say-on-Pay” vote).
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PROXY STATEMENT SUMMARY
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OWNERSHIP OF THE COMPANY
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Shareholders Who Beneficially Own At Least Five Percent of the Common Shares
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Ownership by Directors, Director Nominees and Executive Officers
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Section 16(a) Beneficial Ownership Reporting Compliance
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PROPOSALS FOR THE ANNUAL MEETING OF SHAREHOLDERS
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Proposal 1: Election of Directors
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Proposal 2: Appointment of Independent Auditor
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Proposal 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of Named Executive Officers as Disclosed in the Proxy Statement
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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Role of the Board
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Transactions with Related Persons
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Risk Oversight
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Corporate Governance Guidelines
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Board Committees
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Report of the Audit Committee
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Executive Officers of the Company
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EXECUTIVE COMPENSATION
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Compensation Discussion and Analysis
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Clawback Policy
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Share Ownership Policy
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Anti-Hedging and Pledging Policies
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Report of the Compensation Committee
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Summary Compensation Table
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Grants of Plan-Based Awards
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Outstanding Equity Awards
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Option Exercises and Shares Vested
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Non-Qualified Deferred Compensation
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NEO Agreements
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Termination Payments
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CEO Pay Ratio
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EQUITY COMPENSATION PLAN INFORMATION
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DIRECTOR COMPENSATION
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SHAREHOLDER Q&A
|
•
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All Directors are elected annually.
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•
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The Chairman of the Board is an independent Director.
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•
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All Directors are independent with the exception of the Chief Executive Officer (“CEO”).
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•
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Independent Chairman of the Board approves Board meeting agendas and oversees effective Board operation.
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•
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The Company has a separate Chairman and CEO.
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•
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The Company has majority voting for Director elections.
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•
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The Board has been significantly refreshed with the recent addition of three Directors.
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•
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The Board maintains a Diversity Policy.
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•
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50% of the Board is comprised of women and four women serve in Board leadership positions.
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•
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Executive sessions of independent Directors are held at each regularly scheduled Board meeting.
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•
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Company policy prohibits pledging and hedging of Company shares by Directors and employees (“Team Members”).
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•
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Executive officer and Director Share Ownership Policies have been adopted.
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•
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The Board regularly participates in CEO succession planning, and the Company maintains formal CEO and key executive officer succession plans.
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•
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Annual Board, Committee and Director evaluations are conducted, including periodic external Board evaluations.
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•
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Director Tenure Policy is in place.
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•
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Director skills matrix is reviewed and approved by the Board each year.
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•
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Each Director who was in office at the time attended at least 75% of Board and applicable committee meetings during
Fiscal 2019
.
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•
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All Directors in office at the time are required to attend the annual meeting of shareholders and all Directors then in office attended the 2018 Annual Meeting of Shareholders.
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•
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The Board oversees corporate social responsibility.
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•
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The Board oversees risk management.
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Proposal
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Board’s Recommendation
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Page
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1.
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Election of Director Nominees
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FOR all Director Nominees
|
9
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2.
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Appointment of KPMG LLP as Independent Auditor to the Company until the conclusion of the next Annual Meeting of Shareholders
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FOR
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13
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3.
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Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers (the Say-on-Pay vote)
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FOR
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14
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•
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Compensation Committee assesses the pay and performance alignment of incentive plans.
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•
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Substantial majority of long-term and short-term awards are performance-based.
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•
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Cash payments and equity awards following change of control require a “double trigger,” including a qualified termination to vest or be paid, unless awards are not assumed or replaced.
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•
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Clawback Policy is in place.
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•
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Share ownership guidelines are in place for executive officers and independent Directors.
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•
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Compensation Committee engages an independent compensation consultant.
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•
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Only limited perquisites are offered to executives.
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•
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No excise tax or income tax gross-ups are provided.
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Name and address
of beneficial owner
|
Amount and nature of
beneficial ownership
|
Percent of class
|
|
BlackRock Inc.
55 East 52nd Street
New York, NY 10055, USA
|
6,449,371
(1)
|
12.4
|
%
|
Leonard Green
11111 Santa Monica Boulevard, Suite 2000
Los Angeles, CA 90025, USA
|
7,103,750
(2)
|
12
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%
|
Capital Research Global Investors
333 South Hope Street, 55th Floor
Los Angeles, CA 90071, USA
|
5,677,760
(3)
|
10.9
|
%
|
The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355, USA
|
5,532,466
(4)
|
10.65
|
%
|
Orbis Investment Management Limited
Orbis House, 25 Front Street
Hamilton Bermuda HM11
|
4,324,057
(5)
|
8.3
|
%
|
Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746, USA
|
3,800,562
(6)
|
7.32
|
%
|
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, NY 10105, USA
|
3,346,747
(7)
|
6.4
|
%
|
Causeway Capital Management LLC
11111 Santa Monica Blvd, 15th Floor
Los Angeles, CA 90025, USA
|
3,241,987
(8)
|
6.25
|
%
|
(1)
|
Based upon a Schedule 13G/A filed on January 31, 2019, BlackRock Inc. reported beneficial ownership of 6,449,371 shares as follows: sole voting power over 6,298,996 shares and sole dispositive power over 6,449,371 shares.
|
(2)
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Based upon a Schedule 13D filed on October 13, 2016, Green Equity Investors VI, L.P. (“GEI VI”), Green Equity Investors Side VI, L.P. (“GEI Side VI”), LGP Associates VI-A LLC (“Associates VI-A”) and LGP Associates VI-B LLC (“Associates VI-B”), GEI Capital VI, LLC, Green VI Holdings, LLC, Leonard Green & Partners, L.P., LGP Management Inc., Peridot Coinvest Manager LLC, and Jonathan D. Sokoloff (collectively, “Leonard Green”) jointly reported shared voting and shared dispositive power of 6,658,059 Common Shares. The Schedule 13D reports 625,000 Series A Convertible Preference Shares, par value $0.01 per share, which as of the date of the Schedule 13D were convertible into 6,658,059 Common Shares of the Company. Since the filing of the 13D, the conversion rate has changed and the 625,000 Series A Convertible Preference Shares are now convertible into
7,103,750
shares.
|
(3)
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Based upon a Schedule 13G/A filed on February 14, 2019, Capital Research Global Investors reported beneficial ownership of 5,677,760 shares as follows: sole voting power over 5,677,760 shares and sole dispositive power over 5,677,760 shares.
|
(4)
|
Based upon a Schedule 13G/A filed on February 11, 2019, The Vanguard Group, Inc. (“Vanguard”) reported beneficial ownership of 5,532,466 shares as follows: sole voting power over 52,613 shares, shared voting power over 13,240 shares, sole dispositive power over 5,472,927 shares and shared dispositive power over 59,539 shares. Vanguard reported that Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 46,299 shares as a result of its serving as investment manager of collective trust accounts, and that Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 19,554 shares as a result of its serving as investment manager of Australian investment offerings.
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(5)
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Based upon a Schedule 13G filed on February 14, 2019, Orbis Investment Management Limited reported beneficial ownership of 4,324,057 shares as follows: sole voting power over 4,324,057 shares and sole dispositive power over 4,324,057 shares.
|
(6)
|
Based upon a Schedule 13G filed on February 8, 2019, Dimensional Fund Advisors LP reported beneficial ownership of 3,800,562 shares as follows: sole voting power over 3,665,080 shares and sole dispositive power over 3,800,562 shares.
|
(7)
|
Based upon a Schedule 13G filed on February 13, 2019, AllianceBernstein L.P. reported beneficial ownership of 3,346,747 shares as follows: sole voting power over 2,834,462 shares, sole dispositive power over 3,287,577 shares, and shared dispositive power over 59,170 shares.
|
(8)
|
Based upon a Schedule 13G filed on February 14, 2019, Causeway Capital Management LLC reported beneficial ownership of 3,241,987 shares as follows: sole voting power over 1,334,463 shares and sole dispositive power over 3,241,987 shares.
|
Name
|
Common Shares
(1)
|
|
Shares that may be
acquired upon exercise of options within 60 days |
|
Total
(2)
|
|
H. Todd Stitzer
(3)
|
25,936
|
|
—
|
|
25,936
|
|
Virginia C. Drosos
(3)(4)
|
158,314
|
|
—
|
|
158,314
|
|
R. Mark Graf
(3)
|
4,772
|
|
—
|
|
4,772
|
|
Zackery Hicks
(3)
|
1,715
|
|
—
|
|
1,715
|
|
Helen McCluskey
(3)
|
10,969
|
|
—
|
|
10,969
|
|
Sharon L. McCollam
(3)
|
3,274
|
|
—
|
|
3,274
|
|
Marianne Miller Parrs
(3)
|
24,299
|
|
—
|
|
24,299
|
|
Thomas Plaskett
(3)
|
21,179
|
|
—
|
|
21,179
|
|
Nancy A. Reardon
(3)
|
3,274
|
|
—
|
|
3,274
|
|
Jonathan Seiffer
(5)(6)
|
—
|
|
—
|
|
—
|
|
Jonathan Sokoloff
(3)(6)
|
6,062
|
|
—
|
|
6,062
|
|
Brian Tilzer
(3)
|
5,619
|
|
—
|
|
5,619
|
|
Eugenia Ulasewicz
(3)
|
10,113
|
|
—
|
|
10,113
|
|
Lynn Dennison
(7)
|
15,502
|
|
—
|
|
15,502
|
|
Mary Liz Finn
(7)
|
4,720
|
|
—
|
|
4,720
|
|
Sebastian Hobbs
(8)
|
18,863
|
|
—
|
|
18,863
|
|
Michele Santana
(8)
|
29,398
|
|
—
|
|
29,398
|
|
All Executive Officers, Directors and Director nominees as a group (22 persons)
|
497,160
|
|
—
|
|
497,160
|
|
(1)
|
No shares are pledged as security. All shares are owned directly.
|
(2)
|
All holdings represent less than 1% of the Common Shares issued and outstanding. No Series A Convertible Preference Shares are held.
|
(3)
|
Director
|
(4)
|
CEO
|
(5)
|
Director nominee
|
(6)
|
GEI VI, GEI Side VI, Associates VI-A and Associates VI-B are the direct owners of 625,000 Series A Convertible Preference Shares that are convertible into
7,103,750
Common Shares. Mr. Sokoloff and Mr. Seiffer directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to be an indirect beneficial owner of the shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B. Mr. Sokoloff and Mr. Seiffer
disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein.
|
(7)
|
Executive officer
|
(8)
|
Former executive officer
|
H. TODD STITZER
|
Private Directorships:
|
Former Directorships:
|
Age:
67
Director Since:
January 2012
|
• Massachusetts Mutual Life Insurance Company
|
• Diageo plc (June 2013)
|
VIRGINIA C. DROSOS
|
Public Directorships:
|
Former Directorships:
|
Age:
56
Director Since:
July 2012
|
• American Financial Group, Inc.
|
• Assurex Health (August 2017)
|
R. MARK GRAF
|
Former Directorships:
|
|
Age:
54
Director Since:
July 2017
|
• BNC Bancorp (2010-2011)
|
|
ZACKERY HICKS
|
|
|
Age:
55
Director Since:
October 2018
|
|
|
HELEN MCCLUSKEY
|
Public Directorships:
|
Former Directorships:
|
Age:
64
Director Since:
August 2013
|
• Abercrombie & Fitch Co.
• Dean Foods Company
• Avon Products, Inc.
|
• PVH Corporation (June 2014)
• The Warnaco Group, Inc. (February 2013)
|
SHARON L. MCCOLLAM
|
Public Directorships:
|
Private Directorships:
|
Age:
56
Director Since:
March 2018
|
• Stitch Fix, Inc.
• Advance Auto Parts, Inc.
|
• PetSmart (Argos Holdings)
• Hallmark Cards, Inc.
• Art.com
• GetYourGuide AG
|
NANCY A. REARDON
|
Public Directorships:
|
Private Directorships:
|
Age:
66
Director Since:
March 2018
|
• Big Lots, Inc.
|
• Kids II, Inc.
|
JONATHAN SEIFFER
|
Public Directorships:
|
Former Directorships:
|
Age: 47
Director Since:
|
• BJ’s Wholesale Club Holdings, Inc.
|
• Whole Foods Market, Inc.
|
JONATHAN SOKOLOFF
|
Public Directorships:
|
Former Directorships:
|
Age: 61
Director Since:
October 2016
|
• Container Store Group, Inc.
• Shake Shack Inc.
|
• Rite Aid Corporation (May 2011)
• Whole Foods Market, Inc. (August 2017)
|
BRIAN TILZER
|
|
|
Age:
48
Director Since:
February 2017
|
|
|
EUGENIA ULASEWICZ
|
Public Directorships:
|
|
Age:
65
Director Since:
September 2013
|
• Hudson Ltd.
• Vince Holding Corp.
• Bunzl plc
|
|
|
H. Todd Stitzer
|
Virginia C. Drosos
|
R. Mark
Graf
|
Zackery Hicks
|
Helen McCluskey
|
Sharon L. McCollam
|
Nancy A. Reardon
|
Jonathan Seiffer
|
Jonathan Sokoloff
|
Brian
Tilzer
|
Eugenia Ulasewicz
|
Leadership
|
ü
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ü
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ü
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ü
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ü
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ü
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Financial & Accounting Literacy
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ü
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ü
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Capital Allocation
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Strategic Planning & Analysis
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Business Development, Mergers & Acquisitions
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Operations, Procurement & Supply Chain Management
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Human Resources & Talent Development
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Brand Management, Marketing, Merchandising & Product Development
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Retail Industry
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International Business
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Information Technology & Cybersecurity
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Digital, Multi-Channel & Social Media
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Technology & Innovation
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Risk Oversight & Management
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Ethics, Corporate Social Responsibility, Environment & Sustainability
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Law & Governance
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Governmental & Geopolitical Public Affairs
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Communication
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Real Estate
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Fiscal 2019
(millions)
|
|
Fiscal 2018
(millions)
|
|
||
Audit Fees
|
$
|
4.0
|
|
$
|
5.5
|
|
Audit-Related Fees
(1)
|
$
|
0.1
|
|
$
|
0.5
|
|
Tax Fees
(2)
|
$
|
0.3
|
|
$
|
0.4
|
|
All Other Fees
|
$
|
—
|
|
$
|
0.1
|
|
Total Fees
|
$
|
4.4
|
|
$
|
6.5
|
|
(1)
|
Audit-related fees consisted principally of assurance-related services that are reasonably related to the performance of the audit or review of financial statements.
|
(2)
|
Tax fees consisted principally of professional services rendered for tax compliance and advisory services.
|
•
|
effective running of the Board, including working with the Nomination and Corporate Governance Committee to evaluate the performance of the Board, its committees and individual Directors, and the Board’s compliance with corporate governance requirements and best practices;
|
•
|
consulting with and advising executive management about planned presentations to the Board, involving but not limited to, topics of longer term strategy, medium-term plans, annual budgeting or, at his discretion, any other significant matters;
|
•
|
consulting with and advising the CEO on contemplated executive management personnel selections, organizational alignment and responsibilities, and compensation recommendations;
|
•
|
keeping the other independent Directors appropriately informed of developments within the business and Shareholders’ attitudes toward the Company; and
|
•
|
safeguarding Signet’s reputation, and representing it both internally and externally.
|
•
|
providing the executive leadership of the business;
|
•
|
developing and presenting to the Board strategy, medium-term plans and annual budgets, and within this framework, the performance of the business;
|
•
|
complying with legal and corporate governance requirements, together with the social, ethical and environmental principles of Signet; and
|
•
|
making recommendations on the appointment and compensation of senior executive officers, and management development and succession planning.
|
•
|
Compensation for the executive officers is a mix of fixed and variable awards, with share-based compensation that vests in accordance with both time- and performance-based criteria;
|
•
|
The executive officer annual incentive program is predominantly based on operating income, held at constant currency, which the Committee believes is closely tied to the creation of long-term shareholder value. Performance targets for executive officers, which are reviewed and approved by the Compensation Committee, are set in advance and above-target payouts are reviewed to ensure a reasonable sharing of value created between management and Shareholders. Financial performance is audited by the Company’s external auditors before amounts are paid out under the annual incentive program;
|
•
|
Equity compensation is a combination of annually granted time-based restricted shares that generally vest ratably over three years and performance-based restricted share units that vest over three-year overlapping vesting periods. This approach addresses longer “tail” risks as participants remain exposed to the risks associated with their decisions through their ongoing unvested awards;
|
•
|
Long-term incentives are awarded in the form of whole share awards (instead of options), driving long-term share value creation, rather than rewarding share price volatility;
|
•
|
The CEO and other executive officers, including all NEOs, are subject to share ownership requirements;
|
•
|
The Company prohibits hedging and pledging of Company shares by employees and Directors;
|
•
|
The Company has a clawback policy that applies to all employees who receive incentive awards and to all short- and long-term incentives. Certain repayment obligations may be triggered if there is a material restatement of the financial statements. Similarly, in the interest of fairness, should a restatement result in an under payment of incentive compensation, the Company will make up any difference; and
|
•
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The Compensation Committee is comprised entirely of independent Directors and has engaged an independent consultant to review the risks associated with its compensation programs; it reviews the payouts under the annual incentive program, and it regularly benchmarks executive compensation against a carefully constructed and regularly reviewed peer group.
|
Independent Director
|
Audit Committee
|
Compensation
Committee |
Nomination &
Corporate Governance Committee |
Corporate Social
Responsibility Committee |
H. Todd Stitzer
|
|
|
|
|
R. Mark Graf
|
●
|
|
|
●
|
Zackery Hicks
|
|
|
|
●
|
Helen McCluskey
|
●
|
|
C
|
|
Sharon L. McCollam
|
C
|
|
|
|
Marianne Miller Parrs
(1)
|
●
|
|
|
●
|
Thomas Plaskett
(1)
|
|
●
|
●
|
|
Nancy A. Reardon
|
|
C
|
|
|
Jonathan Sokoloff
(2)
|
|
●
|
●
|
|
Brian Tilzer
|
|
|
●
|
●
|
Eugenia Ulasewicz
|
|
●
|
|
C
|
(2)
|
It is anticipated that, if elected, Mr. Seiffer will be appointed to the Compensation Committee and the Nomination & Corporate Governance Committee in lieu of Mr. Sokoloff effective as of the conclusion of this Annual Meeting.
|
•
|
reviewing the Company’s financial statements, related audit findings and earnings releases, and accounting principles and policies;
|
•
|
recommending for appointment or termination by Shareholders of the Company’s independent registered public accounting firm; providing oversight of such firm; reviewing the quality-control procedures, independence and performance of such firm; and evaluating its proposed audit scope and fee arrangements;
|
•
|
approving in advance all audit and non-audit services to be rendered by the independent registered public accounting firm;
|
•
|
providing oversight of the Company’s systems of internal control over financial reporting, disclosure controls and procedures and risk management;
|
•
|
reviewing the effectiveness of the Company’s internal auditors and Disclosure Control Committee;
|
•
|
overseeing the application of procedures for complaints regarding accounting, internal accounting controls, auditing or other matters;
|
•
|
overseeing the Company’s cybersecurity protocols; and
|
•
|
reviewing and approving related person transactions.
|
•
|
approving the overall compensation philosophy;
|
•
|
approving annual and long-term performance targets for executive officers;
|
•
|
in consultation with the Chairman, evaluating the performance of the CEO and, in consultation with the CEO, evaluating the performance of the other executive officers against corporate goals and objectives, and determining the total compensation earned by each person;
|
•
|
recommending to the Board for approval all termination protection agreements, other agreements and incentive compensation plans;
|
•
|
approving any share-based compensation awarded to employees of the Company (except for pursuant to the CEO’s delegation of authority for non-executive officers); and
|
•
|
appointing, compensating and assessing the work of any compensation consultant, independent legal counsel or other advisor retained by the Compensation Committee.
|
•
|
assisting the Board in the selection and nomination of Directors;
|
•
|
reviewing the composition and balance of the Board and its Committees, as well as Board and senior management succession;
|
•
|
coordinating and overseeing the annual evaluation of the Board, its committees and management; and
|
•
|
assisting the Board in the consideration and development of appropriate corporate governance guidelines and other matters of corporate governance.
|
•
|
defining the Company’s corporate and social obligations as a responsible citizen, overseeing conduct in the context of those obligations, and overseeing the creation of appropriate policies and supporting measures;
|
•
|
monitoring the Company’s engagement with external stakeholders and other interested parties;
|
•
|
monitoring the Company’s overall approach to corporate responsibility and ensuring it is in line with the overall business strategy;
|
•
|
ensuring that the Company has appropriate policies and systems in place relating to community relations, human rights and responsible supply chain management;
|
•
|
monitoring the implementation of appropriate policies and initiatives with respect to energy management, climate change, carbon footprint, waste management and sustainable sourcing;
|
•
|
monitoring community support programs and ensuring appropriate corporate giving policies are adopted; and
|
•
|
overseeing and monitoring the Company’s culture to create a diverse and productive workplace.
|
•
|
the quality and efficiency of KPMG’s historical and recent performance on the Company’s audit;
|
•
|
KPMG’s capability and expertise;
|
•
|
the quality and candor of communications and discussions with KPMG;
|
•
|
the ability of KPMG to remain independent;
|
•
|
external data relating to audit quality and performance (including recent PCAOB reports on KPMG and its peer firms);
|
•
|
and the appropriateness of fees charged; and
|
•
|
KPMG’s tenure as the Company’s independent public accountants and their familiarity with its operations, businesses, accounting policies and practices, and internal control over financial reporting.
|
Executive Officer
|
Age
|
Position
|
Year Joined Signet
|
Virginia C. Drosos
|
56
|
Chief Executive Officer
|
2017
|
Joan Hilson
|
59
|
Chief Financial Officer
|
2019
|
Lynn Dennison
|
55
|
Chief Legal & Transformation Officer and Corporate Secretary
|
2011
|
Oded Edelman
|
52
|
President of JamesAllen.com and Chief Digital Innovation Advisor
|
2017
|
Mary Liz Finn
|
58
|
Chief People Officer
|
2018
|
Steve Lovejoy
|
53
|
Chief Supply Chain Officer
|
2018
|
Howard Melnick
|
57
|
Chief Information Officer
|
2017
|
Carol Schumacher
|
62
|
Chief Communications Officer
|
2018
|
NEO
|
Position
|
Virginia C. Drosos
|
Chief Executive Officer
|
Michele Santana
|
Chief Financial Officer
|
Lynn Dennison
|
Chief Legal & Transformation Officer and Corporate Secretary
|
Mary Liz Finn
|
Chief People Officer
|
Sebastian Hobbs
|
President & Chief Customer Officer
|
•
|
Competitive market pay analysis for executive positions and non-employee Directors;
|
•
|
Market trends in executive and non-employee Director compensation;
|
•
|
Pay-for-performance analysis and review of risk in the Company’s pay programs;
|
•
|
Ongoing support with regard to the latest relevant regulatory, governance, technical, and/or financial considerations impacting executive compensation and benefit programs;
|
•
|
Assistance with the design of executive compensation or benefit programs, as needed;
|
•
|
Annual review of the compensation benchmarking peer group; and
|
•
|
Other items as determined appropriate by the Chair of the Compensation Committee.
|
•
|
International operations;
|
•
|
Headquarters in North America and traded on a North American stock exchange;
|
•
|
Revenue approximating those of Signet’s; and
|
•
|
Revenue generally ranging from half to twice the Company’s revenue.
|
Abercrombie & Fitch Co.
|
Foot Locker, Inc.
|
PVH Corp.
|
Ulta Beauty Inc.
|
American Eagle Outfitters, Inc.
|
Hudson’s Bay Company
|
Ralph Lauren Corporation
|
Urban Outfitters Inc.
|
Capri Holdings Limited
|
L Brands, Inc.
|
Tapestry Inc.
|
V.F. Corporation
|
Dick’s Sporting Goods Inc.
|
Nordstrom Inc.
|
Tiffany & Co.
|
Williams-Sonoma, Inc.
|
Component
|
Objective
|
Key Features
|
Base salary
|
Provide a fixed level of pay that is not at risk and reflects individual experience and ongoing contribution and performance.
|
Designed to retain key executive officers by being competitive but is not considered to be the primary means of incentivizing or recognizing performance.
|
Annual bonus
|
Motivate and reward achievement of annual financial results against established annual goals of the Company.
|
Cash payments are dependent on the degree of achievement against annual performance targets. This element is payable just after the end of the fiscal year in which it was earned.
|
Long-term incentives (time-based restricted shares and performance-based restricted share units)
|
Align management with long-term Shareholder interests; retain executive officers; motivate and reward achievement of sustainable earnings growth and returns.
|
Time-based restricted share awards vest upon the continuance of service; performance-based restricted share units require achievement of Company financial goals over a three-year performance period and require continued service.
|
NEO
|
Fiscal 2019 Salary
(1)
|
|
Fiscal 2018 Salary
|
|
||
Virginia C. Drosos
|
$
|
1,500,000
|
|
$
|
1,500,000
|
|
Michele Santana
|
$
|
700,000
|
|
$
|
700,000
|
|
Lynn Dennison
|
$
|
650,000
|
|
$
|
595,000
|
|
Mary Liz Finn
(2)
|
$
|
515,000
|
|
$
|
—
|
|
Sebastian Hobbs
|
$
|
700,000
|
|
$
|
700,000
|
|
NEO
|
Target Bonus as a
Percentage of Base Salary
|
|
Maximum Bonus as a
Percentage of Base Salary
|
|
Virginia C. Drosos
|
150
|
%
|
300
|
%
|
Michele Santana
|
75
|
%
|
150
|
%
|
Lynn Dennison
|
75
|
%
|
150
|
%
|
Mary Liz Finn
|
75
|
%
|
150
|
%
|
Sebastian Hobbs
|
75
|
%
|
150
|
%
|
|
Threshold
|
|
Target
|
|
Max
|
|
Actual Achieved
|
|
Adjusted STIP Operating Income
|
$285.0m
|
|
$345.0m
|
|
$375.0m
|
|
$276.1m
|
|
Same store sales
|
(3.8
|
)%
|
(1.3
|
)%
|
1.3
|
%
|
(0.1
|
)%
|
NEO
|
Total Bonus Earned for Fiscal 2019
|
Virginia C. Drosos
|
$1,316,250
|
Michele Santana
|
$307,125
|
Lynn Dennison
|
$281,882
|
Mary Liz Finn
|
$225,956
|
Sebastian Hobbs
|
$307,125
|
|
Threshold
(Pays 0% of Target)
|
Target
(Pays 100% of Target)
|
Maximum
(Pays 200% of Target)
|
Actual
|
Share Award Vesting (as a Percentage of Target)
|
|
3-Year Cumulative Adjusted LTIP Operating Income
(in millions)
|
$2,989
|
$3,322
|
$3,487
|
$1,637
|
—
|
%
|
|
Threshold
(Pays 0% of Target)
|
|
Target
(Pays 100% of Target)
|
|
Maximum
(Pays 200% of Target)
|
|
Actual
|
|
Share Award Vesting (as a Percentage of Target)
|
|
LTIP ROCE
|
23.4
|
%
|
26.0
|
%
|
27.3
|
%
|
20.0
|
%
|
—
|
%
|
•
|
Five times annual base salary—
CEO
|
•
|
Three times annual base salary—
CFO, CLTO and Corporate Secretary, Chief People Officer, and President & Chief Customer Officer
|
NEO & Position
|
Fiscal Year
|
Salary
(1)
|
Bonus
|
Stock Awards
(2)
|
Non-Equity
Incentive Plan Compensation (3) |
All Other
Compensation (4) |
Total
|
||||||||||||
Virginia C. Drosos
|
2019
|
$
|
1,500,000
|
|
$
|
—
|
|
$
|
5,919,666
|
|
$
|
1,316,250
|
|
$
|
160,387
|
|
$
|
8,896,303
|
|
CEO
|
2018
|
$
|
773,077
|
|
$
|
1,500,000
|
|
$
|
10,828,081
|
|
$
|
—
|
|
$
|
453,534
|
|
$
|
13,554,692
|
|
|
|
|
|
|
|
|
|
||||||||||||
Michele Santana
|
2019
|
$
|
700,000
|
|
$
|
—
|
|
$
|
1,183,885
|
|
$
|
307,125
|
|
$
|
46,692
|
|
$
|
2,237,702
|
|
Chief Financial Officer
|
2018
|
$
|
713,462
|
|
$
|
—
|
|
$
|
1,127,926
|
|
$
|
—
|
|
$
|
48,199
|
|
$
|
1,889,587
|
|
|
2017
|
$
|
690,000
|
|
$
|
—
|
|
$
|
1,103,387
|
|
$
|
—
|
|
$
|
76,711
|
|
$
|
1,870,098
|
|
Lynn Dennison
|
2019
|
$
|
641,538
|
|
$
|
—
|
|
$
|
705,341
|
|
$
|
281,882
|
|
$
|
41,502
|
|
$
|
1,670,263
|
|
Chief Legal & Transformation Officer and
|
|
|
|
|
|
|
|
||||||||||||
Corporate Secretary
|
|
|
|
|
|
|
|
||||||||||||
Mary Liz Finn
|
2019
|
$
|
344,654
|
|
$
|
—
|
|
$
|
721,833
|
|
$
|
225,956
|
|
$
|
203,641
|
|
$
|
1,496,084
|
|
Chief People Officer
|
|
|
|
|
|
|
|
||||||||||||
Sebastian Hobbs
|
2019
|
$
|
700,000
|
|
$
|
—
|
|
$
|
828,711
|
|
$
|
307,125
|
|
$
|
81,963
|
|
$
|
1,917,799
|
|
President & Chief Customer Officer
|
2018
|
$
|
676,560
|
|
$
|
—
|
|
$
|
789,539
|
|
$
|
—
|
|
$
|
98,360
|
|
$
|
1,564,459
|
|
(1)
|
The amounts reflected in the table above for
Fiscal 2019
reflect actual salaries earned, which may differ from the base salaries disclosed in section “CDA - Base Salary.”
|
(2)
|
In accordance with FASB ASC Topic 718, the amounts calculated are based on the aggregate grant date fair value of the restricted shares and restricted share units (in the column entitled “Stock Awards”) in the year of grant based upon target value of performance conditions. For information on the valuation assumptions, refer to note 25 in Signet’s Annual Report on Form 10-K for
Fiscal 2019
. The amounts in the table above reflect the total value of the performance-based restricted share units at the target (or 100%) level of performance achievement plus time-based restricted shares.
|
(3)
|
The amounts in the table above reflect actual STIP payments earned. See “CDA - Annual Bonus (“STIP”).”
|
(4)
|
The following table provides the incremental
Fiscal 2019
cost to the Company for each of the elements included in the column:
|
NEO
|
401(k)
Matching Contribution |
|
DCP
Matching Contribution |
|
Health Care
Reimbursements
Related to
Physical Exam
|
|
Life and
Disability Insurance Premiums |
|
Perquisites
(1)
|
|
Total
|
|
||||||
Virginia C. Drosos
|
$
|
—
|
|
$
|
150,000
|
|
$
|
1,650
|
|
$
|
7,482
|
|
$
|
1,255
|
|
$
|
160,387
|
|
Michele Santana
|
$
|
9,262
|
|
$
|
35,000
|
|
$
|
—
|
|
$
|
2,430
|
|
$
|
—
|
|
$
|
46,692
|
|
Lynn Dennison
|
$
|
9,414
|
|
$
|
28,327
|
|
$
|
—
|
|
$
|
3,761
|
|
$
|
—
|
|
$
|
41,502
|
|
Mary Liz Finn
|
$
|
—
|
|
$
|
15,846
|
|
$
|
—
|
|
$
|
3,306
|
|
$
|
184,489
|
|
$
|
203,641
|
|
Sebastian Hobbs
|
$
|
9,666
|
|
$
|
35,000
|
|
$
|
—
|
|
$
|
2,580
|
|
$
|
34,717
|
|
$
|
81,963
|
|
(1)
|
Amount reported for Ms. Drosos consists solely of reimbursement for relocation expenses. Amount reported for Ms. Finn consists solely of transition and relocation expenses. Amount reported for Mr. Hobbs consists of reimbursements for his wife’s travel from the UK to the U.S. since his relocation to the U.S. (
$22,197
) and tax preparation services (
$12,520
).
|
NEO
|
Potential Value at
Target Level
|
|
Potential Value at
Maximum Level
|
|
||
Virginia C. Drosos
|
$
|
3,710,667
|
|
$
|
7,421,334
|
|
Michele Santana
|
$
|
742,133
|
|
$
|
1,484,266
|
|
Lynn Dennison
|
$
|
442,191
|
|
$
|
884,382
|
|
Mary Liz Finn
|
$
|
457,796
|
|
$
|
915,592
|
|
Sebastian Hobbs
|
$
|
519,497
|
|
$
|
1,038,994
|
|
|
|
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
(4)
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
(5)
|
All other
Stock Awards:
Number
of Shares
or Units
|
Grant Date
Fair Value
of Stock and
Option Award
(6)
|
|||||||||||||
NEO
|
|
Grant Date
|
Target
|
Max
|
Threshold
|
Target
|
Max
|
||||||||||||
Virginia C. Drosos
|
(1)
|
|
$
|
2,250,000
|
|
$
|
4,500,000
|
|
|
|
|
|
|
||||||
|
(2)
|
April 25, 2018
|
|
|
25,584
|
|
102,335
|
|
204,670
|
|
|
$
|
3,710,667
|
|
|||||
|
(3)
|
April 25, 2018
|
|
|
|
|
|
55,101
|
|
$
|
2,208,999
|
|
|||||||
Michele Santana
|
(1)
|
|
$
|
525,000
|
|
$
|
1,050,000
|
|
|
|
|
|
|
||||||
|
(2)
|
April 25, 2018
|
|
|
5,117
|
|
20,467
|
|
40,934
|
|
|
$
|
742,133
|
|
|||||
|
(3)
|
April 25, 2018
|
|
|
|
|
|
11,019
|
|
$
|
441,752
|
|
|||||||
Lynn Dennison
|
(1)
|
|
$
|
487,500
|
|
$
|
975,000
|
|
|
|
|
|
|
||||||
|
(2)
|
April 25, 2018
|
|
|
3,049
|
|
12,195
|
|
24,390
|
|
|
$
|
442,191
|
|
|||||
|
(3)
|
April 25, 2018
|
|
|
|
|
|
6,564
|
|
$
|
263,151
|
|
|||||||
Mary Liz Finn
|
(1)
|
|
$
|
386,250
|
|
$
|
772,500
|
|
|
|
|
|
|
||||||
|
(2)
|
June 15, 2018
|
|
|
2,191
|
|
8,765
|
|
17,530
|
|
|
$
|
457,796
|
|
|||||
|
(3)
|
June 15, 2018
|
|
|
|
|
|
4,720
|
|
$
|
264,037
|
|
|||||||
Sebastian Hobbs
|
(1)
|
|
$
|
525,000
|
|
$
|
1,050,000
|
|
|
|
|
|
|
||||||
|
(2)
|
April 25, 2018
|
|
|
3,582
|
|
14,327
|
|
28,654
|
|
|
$
|
519,497
|
|
|||||
|
(3)
|
April 25, 2018
|
|
|
|
|
|
7,713
|
|
$
|
309,214
|
|
(1)
|
Represents bonus opportunities under the Company’s annual bonus plan for
Fiscal 2019
. The target bonus levels for
Fiscal 2019
expressed as a percentage of base salary were 150% for Ms. Drosos and 75% for the other NEOs, and the maximum bonus levels were 300% for Ms. Drosos and 150% for the other NEOs, based on goals established by the Compensation Committee for target Adjusted STIP Operating Income. For a more detailed description of the Company’s annual bonus plan, including a discussion of the Company’s performance with respect to goals and amounts awarded to the NEOs in
Fiscal 2019
, see “CDA - Annual Bonus (STIP)” above.
|
(2)
|
Represents performance-based restricted share units granted under the Omnibus Plan. Under the terms of these awards, the restricted share units will vest at the end of the third fiscal year following the grant dates subject to achievement of performance goals and continued service. Vesting may be prorated upon certain terminations of employment or change of control events. Under the terms of these awards, the restricted share units will be forfeited in the event the Company fails to achieve minimum cumulative LTIP Profit and LTIP ROIC goals for the 3-year performance period covering
Fiscal 2019
through Fiscal 2021.
|
(3)
|
Represents time-based restricted share awards granted under the Omnibus Plan. One third of these time-based restricted shares will vest on each of the first, second and third anniversary of the grant date subject to continued service. Vesting may be prorated upon certain terminations of employment or change of control events. Time-based restricted shares accrue dividends while restricted, which are paid if and when the awards vest.
|
(4)
|
Payouts of non-equity incentive plan awards may range from $0 to the maximum as described above. Below threshold level, nothing is paid to the NEOs; performance must meet or exceed threshold level to earn any bonus payment, which is paid on a linear basis from 0% to 100% of the target and 100% to 200% of the target.
|
(5)
|
Payouts of equity incentive plan awards may range from $0 to the maximum as described above. At threshold level, 25% is paid to the NEOs.
|
(6)
|
Represents the grant date fair value of each equity-based award as determined in accordance with FASB ASC Topic 718. The actual value received by the NEOs with respect to these awards may range from $0 to an amount greater than the reported amount, depending on the Company’s actual financial performance and share value when the shares are received.
|
|
Stock Awards
|
||||||||||||
NEO
|
Number of shares or
units of stock that have
not vested
|
|
|
Market value of
shares or units that
have not vested
(1)
|
|
|
Equity Incentive
Plan Awards:
Number of unearned
shares, units or
other rights that have
not vested
(2)
|
|
|
Equity Incentive
Plan Awards:
Market or payout value
of unearned shares,
units or other rights
that have not vested
(1)(2)
|
|
||
Virginia C. Drosos
|
22,932
|
|
(3)
|
$
|
549,680
|
|
|
127,764
|
|
(6)
|
$
|
3,062,503
|
|
|
40,950
|
|
(4)
|
$
|
981,572
|
|
|
204,670
|
|
(7)
|
$
|
4,905,940
|
|
|
55,101
|
|
(5)
|
$
|
1,320,771
|
|
|
|
|
$
|
—
|
|
|
Michele Santana
|
1,201
|
|
(8)
|
$
|
28,788
|
|
|
13,388
|
|
(10)
|
$
|
320,910
|
|
|
4,088
|
|
(9)
|
$
|
97,989
|
|
|
22,788
|
|
(6)
|
$
|
546,228
|
|
|
11,019
|
|
(5)
|
$
|
264,125
|
|
|
40,934
|
|
(7)
|
$
|
981,188
|
|
Lynn Dennison
|
567
|
|
(8)
|
$
|
13,591
|
|
|
6,320
|
|
(10)
|
$
|
151,490
|
|
|
2,230
|
|
(9)
|
$
|
53,453
|
|
|
12,428
|
|
(6)
|
$
|
297,899
|
|
|
6,564
|
|
(5)
|
$
|
157,339
|
|
|
24,390
|
|
(7)
|
$
|
584,628
|
|
Mary Liz Finn
|
4,720
|
|
(11)
|
$
|
113,138
|
|
|
17,530
|
|
(7)
|
$
|
420,194
|
|
Sebastian Hobbs
|
634
|
|
(8)
|
$
|
15,197
|
|
|
7,076
|
|
(10)
|
$
|
169,612
|
|
|
2,862
|
|
(9)
|
$
|
68,602
|
|
|
15,950
|
|
(6)
|
$
|
382,322
|
|
|
7,713
|
|
(5)
|
$
|
184,881
|
|
|
28,654
|
|
(7)
|
$
|
686,836
|
|
(1)
|
Calculated using the closing market price of the Company’s Common Shares on
February 1, 2019
, the last business day of
Fiscal 2019
(
$23.97
per share).
|
(2)
|
Amounts reported above reflect payout at maximum, which is 200% of target.
|
(3)
|
The grant date for this award was August 1, 2017. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 2, 2019, the awards outstanding represent the amounts eligible for vesting on the second and third anniversary of the grant date.
|
(4)
|
The grant date for this award was August 1, 2017. Half of this grant vested on February 4, 2018, and the remaining half vested on February 3, 2019.
|
(5)
|
The grant date for this award was April 25, 2018. One third of this grant vests on each of the first, second and third anniversary of the grant date.
|
(6)
|
The Compensation Committee will determine whether this grant will vest within 70 days following February 1, 2020.
|
(7)
|
The Compensation Committee will determine whether this grant will vest within 70 days following January 30, 2021.
|
(8)
|
This grant will vest on April 25, 2019.
|
(9)
|
The grant date for this award was April 7, 2017. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 2, 2019, the awards outstanding represent the amounts eligible for vesting on the second and third anniversary of the grant date.
|
(10)
|
This award vested on February 2, 2019 and lapsed as a result of performance below the 3-year cumulative threshold as determined by the Compensation Committee.
|
(11)
|
The grant date for this award was June 15, 2018. One third of this grant vests on each of the first, second and third anniversary of the grant date.
|
|
Stock Awards
|
||||
NEO
|
Number of shares
acquired on vesting |
|
Value realized
on vesting
(1)
|
|
|
Virginia C. Drosos
|
52,416
|
|
$
|
2,750,218
|
|
Michele Santana
|
6,897
|
|
$
|
272,936
|
|
Lynn Dennison
|
2,997
|
|
$
|
117,899
|
|
Mary Liz Finn
|
—
|
|
$
|
—
|
|
Sebastian Hobbs
|
3,559
|
|
$
|
139,730
|
|
NEO
|
Executive
contributions in
last fiscal year
(1)
|
|
Registrant
contribution in
last fiscal year
(2)
|
|
Aggregate
earnings in
last fiscal year
(3)
|
|
|
Aggregate
withdrawals/
distributions in
last fiscal year
(4)
|
|
Aggregate
balance at last
fiscal year end
(5)
|
|
|||||
Virginia C. Drosos
|
$
|
300,000
|
|
$
|
150,000
|
|
$
|
13,670
|
|
|
$
|
(2,876
|
)
|
$
|
548,130
|
|
Michele Santana
|
$
|
70,000
|
|
$
|
35,000
|
|
$
|
30,138
|
|
|
$
|
(53,128
|
)
|
$
|
1,204,538
|
|
Lynn Dennison
|
$
|
424,904
|
|
$
|
28,327
|
|
$
|
62,026
|
|
|
$
|
(262,171
|
)
|
$
|
2,294,357
|
|
Mary Liz Finn
|
$
|
31,962
|
|
$
|
15,846
|
|
$
|
675
|
|
|
$
|
—
|
|
$
|
48,483
|
|
Sebastian Hobbs
|
$
|
70,000
|
|
$
|
35,000
|
|
$
|
4,567
|
|
|
$
|
(813
|
)
|
$
|
190,942
|
|
(1)
|
All NEO contributions are reflected in their “Salary” or “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.
|
(2)
|
All registrant contributions reflect the Company match of executive contributions. These contributions are reported in the “All Other Compensation” column of the Summary Compensation Table.
|
(3)
|
Aggregate earnings represent interest credited to each executive’s account based on the crediting rate of interest declared for the year. For
Fiscal 2019
, this rate did not exceed 120% of the applicable U.S. federal long-term rate. As such, no amounts are reported in the Summary Compensation Table.
|
(4)
|
In
Fiscal 2019
, aggregate withdrawals for each NEO related to the payment of required tax withholdings for earnings on non-qualified deferred compensation balances and scheduled payouts made based on the terms of the DCP.
|
(5)
|
The aggregate balance reported as of
February 2, 2019
for each executive includes the following amounts that were reported in the Summary Compensation Table in the current and prior year Proxy Statements:
|
NEO
|
Aggregate balance reported
in current and prior Summary
Compensation Table
|
|
|
Virginia C. Drosos
|
$
|
536,538
|
|
Michele Santana
|
$
|
1,139,621
|
|
Lynn Dennison
|
$
|
453,231
|
|
Mary Liz Finn
|
$
|
47,808
|
|
Sebastian Hobbs
|
$
|
185,769
|
|
NEO
|
|
Involuntary termination without cause
(1)(2)(3)
|
|
Death
(4)
|
|
Disability
(4)
|
|
Voluntary termination
with good reason within one year following a change of control (1)(2) |
|
Involuntary
termination without cause following a change of control (1)(2)(5) |
|
|||||
Virginia C. Drosos
|
|
|
|
|
|
|
||||||||||
|
Cash severance:
|
|
|
|
|
|
||||||||||
|
Base salary
|
$
|
1,500,000
|
|
$
|
750,000
|
|
$
|
—
|
|
$
|
2,250,000
|
|
$
|
2,250,000
|
|
|
Bonus
|
$
|
3,566,250
|
|
$
|
1,316,250
|
|
$
|
1,316,250
|
|
$
|
4,691,250
|
|
$
|
4,691,250
|
|
|
Total cash severance
|
$
|
5,066,250
|
|
$
|
2,066,250
|
|
$
|
1,316,250
|
|
$
|
6,941,250
|
|
$
|
6,941,250
|
|
|
Long term incentives:
|
|
|
|
|
|
||||||||||
|
Accelerated vesting of performance-based restricted share units
(6)
|
$
|
1,608,075
|
|
$
|
1,608,075
|
|
$
|
921,431
|
|
$
|
1,608,075
|
|
$
|
2,217,896
|
|
|
Accelerated vesting of time-based restricted shares
(7)
|
$
|
1,598,453
|
|
$
|
1,596,672
|
|
$
|
1,255,633
|
|
$
|
1,598,453
|
|
$
|
1,598,453
|
|
|
Total value of long term incentives
|
$
|
3,206,528
|
|
$
|
3,204,747
|
|
$
|
2,177,064
|
|
$
|
3,206,528
|
|
$
|
3,816,349
|
|
|
Benefits and perquisites
|
$
|
20,263
|
|
$
|
—
|
|
$
|
—
|
|
$
|
30,395
|
|
$
|
30,395
|
|
|
Total
|
$
|
8,293,041
|
|
$
|
5,270,997
|
|
$
|
3,493,314
|
|
$
|
10,178,173
|
|
$
|
10,787,994
|
|
Michele Santana
|
|
|
|
|
|
|
||||||||||
|
Cash severance:
|
|
|
|
|
|
||||||||||
|
Base salary
|
$
|
700,000
|
|
$
|
350,000
|
|
$
|
—
|
|
$
|
700,000
|
|
$
|
700,000
|
|
|
Bonus
|
$
|
307,125
|
|
$
|
307,125
|
|
$
|
307,125
|
|
$
|
307,125
|
|
$
|
307,125
|
|
|
Total cash severance
|
$
|
1,007,125
|
|
$
|
657,125
|
|
$
|
307,125
|
|
$
|
1,007,125
|
|
$
|
1,007,125
|
|
|
Long term incentives:
|
|
|
|
|
|
||||||||||
|
Accelerated vesting of performance-based restricted share units
(6)
|
$
|
312,012
|
|
$
|
472,468
|
|
$
|
335,140
|
|
$
|
312,012
|
|
$
|
763,708
|
|
|
Accelerated vesting of time-based restricted shares
(7)
|
$
|
130,843
|
|
$
|
130,843
|
|
$
|
62,643
|
|
$
|
130,843
|
|
$
|
390,903
|
|
|
Total value of long term incentives
|
$
|
442,855
|
|
$
|
603,311
|
|
$
|
397,783
|
|
$
|
442,855
|
|
$
|
1,154,611
|
|
|
Benefits and perquisites
|
$
|
20,263
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20,263
|
|
$
|
20,263
|
|
|
Total
|
$
|
1,470,243
|
|
$
|
1,260,436
|
|
$
|
704,908
|
|
$
|
1,470,243
|
|
$
|
2,181,999
|
|
|
|
Involuntary termination without cause
(1)(2)(3)
|
|
Death
(4)
|
|
Disability
(4)
|
|
Voluntary termination
with good reason within one year following a change of control (1)(2) |
|
Involuntary
termination without cause following a change of control (1)(2)(5) |
|
|||||
Lynn Dennison
|
|
|
|
|
|
|
||||||||||
|
Cash severance:
|
|
|
|
|
|
||||||||||
|
Base salary
|
$
|
650,000
|
|
$
|
325,000
|
|
$
|
—
|
|
$
|
650,000
|
|
$
|
650,000
|
|
|
Bonus
|
$
|
281,882
|
|
$
|
281,882
|
|
$
|
281,882
|
|
$
|
281,882
|
|
$
|
281,882
|
|
|
Total cash severance
|
$
|
931,882
|
|
$
|
606,882
|
|
$
|
281,882
|
|
$
|
931,882
|
|
$
|
931,882
|
|
|
Long term incentives:
|
|
|
|
|
|
||||||||||
|
Accelerated vesting of performance-based restricted share units
(6)
|
$
|
177,082
|
|
$
|
252,827
|
|
$
|
171,002
|
|
$
|
177,082
|
|
$
|
441,264
|
|
|
Accelerated vesting of time-based restricted shares
(7)
|
$
|
75,196
|
|
$
|
75,196
|
|
$
|
34,569
|
|
$
|
75,196
|
|
$
|
224,383
|
|
|
Total value of long term incentives
|
$
|
252,278
|
|
$
|
328,023
|
|
$
|
205,571
|
|
$
|
252,278
|
|
$
|
665,647
|
|
|
Benefits and perquisites
|
$
|
20,263
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20,263
|
|
$
|
20,263
|
|
|
Total
|
$
|
1,204,423
|
|
$
|
934,905
|
|
$
|
487,453
|
|
$
|
1,204,423
|
|
$
|
1,617,792
|
|
Mary Liz Finn
|
|
|
|
|
|
|
||||||||||
|
Cash severance:
|
|
|
|
|
|
||||||||||
|
Base salary
|
|
$515,000
|
|
|
$257,500
|
|
|
$—
|
|
|
$515,000
|
|
|
$515,000
|
|
|
Bonus
|
|
$225,956
|
|
|
$225,956
|
|
|
$225,956
|
|
|
$225,956
|
|
|
$225,956
|
|
|
Total cash severance
|
|
$740,956
|
|
|
$483,456
|
|
|
$225,956
|
|
|
$740,956
|
|
|
$740,956
|
|
|
Long term incentives:
|
|
|
|
|
|
||||||||||
|
Accelerated vesting of performance-based restricted share units
(6)
|
|
$50,768
|
|
|
$50,768
|
|
|
$—
|
|
|
$50,768
|
|
|
$210,097
|
|
|
Accelerated vesting of time-based restricted shares
(7)
|
|
$23,949
|
|
|
$23,949
|
|
|
$—
|
|
|
$23,949
|
|
|
$113,138
|
|
|
Total value of long term incentives
|
|
$74,717
|
|
|
$74,717
|
|
|
$—
|
|
|
$74,717
|
|
|
$323,235
|
|
|
Benefits and perquisites
|
|
$20,263
|
|
|
$—
|
|
|
$—
|
|
|
$20,263
|
|
|
$20,263
|
|
|
Total
|
|
$835,936
|
|
|
$558,173
|
|
|
$225,956
|
|
|
$835,936
|
|
|
$1,084,454
|
|
Sebastian Hobbs
|
|
|
|
|
|
|
||||||||||
|
Cash severance:
|
|
|
|
|
|
||||||||||
|
Base salary
|
$
|
700,000
|
|
$
|
350,000
|
|
$
|
—
|
|
$
|
700,000
|
|
$
|
700,000
|
|
|
Bonus
|
$
|
307,125
|
|
$
|
307,125
|
|
$
|
307,125
|
|
$
|
307,125
|
|
$
|
307,125
|
|
|
Total cash severance
|
$
|
1,007,125
|
|
$
|
657,125
|
|
$
|
307,125
|
|
$
|
1,007,125
|
|
$
|
1,007,125
|
|
|
Long term incentives:
|
|
|
|
|
|
||||||||||
|
Accelerated vesting of performance-based restricted share units
(6)
|
$
|
218,401
|
|
$
|
303,207
|
|
$
|
207,077
|
|
$
|
218,401
|
|
$
|
534,579
|
|
|
Accelerated vesting of time-based restricted shares
(7)
|
$
|
90,027
|
|
$
|
90,027
|
|
$
|
42,288
|
|
$
|
90,027
|
|
$
|
268,680
|
|
|
Total value of long term incentives
|
$
|
308,428
|
|
$
|
393,234
|
|
$
|
249,365
|
|
$
|
308,428
|
|
$
|
803,259
|
|
|
Benefits and perquisites
|
$
|
20,263
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20,263
|
|
$
|
20,263
|
|
|
Total
|
$
|
1,335,816
|
|
$
|
1,050,359
|
|
$
|
556,490
|
|
$
|
1,335,816
|
|
$
|
1,830,647
|
|
(1)
|
Payments are subject to the execution of a release of claims and compliance with restrictive covenants.
|
(2)
|
Executives are entitled to the annual bonus for the fiscal year of termination based on actual performance. In the case of involuntary termination without cause, Ms. Drosos is entitled to target annual bonus in addition to her prorated bonus payment in the year of termination. In the case of termination following a change of control, Ms. Drosos is entitled to 1.5 times her target annual bonus in addition to her actual bonus payment in the year of termination.
|
(3)
|
Ms. Drosos will also receive these payments if the Company elects not to renew her termination protection agreement at the end of any term.
|
(4)
|
Executives are entitled to the pro-rata annual bonus for the fiscal year of termination based on actual performance.
|
(5)
|
Ms. Drosos will also receive these payments if the Company elects not to renew her termination protection agreement at the end of any term within one year following a change of control.
|
(6)
|
Performance-based restricted share unit awards granted in Fiscal 2018 and Fiscal 2019 are earned based on actual performance during the full performance period in the event of an involuntary termination without cause, termination with good reason within one year following a change in control or retirement. Since the performance periods for those grants have not been completed, the values reflect target performance, which may be higher or lower than actual performance. In the event of a change in control, the table assumes that awards are substituted in connection with the transaction and performance-based restricted share unit awards will convert to time-based restricted share awards, based on actual performance through the time of the change of control compared to pro-rated performance targets.
|
(7)
|
In the event of a change in control, the table assumes that awards are substituted in connection with the transaction.
|
•
|
As of January 20, 2019, the employee population consisted of 37,104 individuals working at Signet and its consolidated subsidiaries, with employees located in North America, Europe, Asia and Africa.
|
•
|
To determine the “median employee,” the Company used base pay plus bonus and commissions, as applicable, as its measure of compensation.
|
|
Equity Compensation Plan Information
|
||||||
Plan category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (1) (a) |
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(2)
(b) |
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c) 3 |
|
|
Equity compensation plans approved by security holders
|
2,135,408
|
|
$
|
18.40
|
|
3,532,610
|
|
Equity compensation plans not approved by security holders
|
—
|
|
$
|
—
|
|
—
|
|
Total
|
2,135,408
|
|
$
|
18.40
|
|
3,532,610
|
|
(1)
|
Shares indicated include vesting of all future performance conditions being achieved at maximum levels.
|
(2)
|
Calculated at an exchange rate of £1:$1.31.
|
(3)
|
The shares remaining available for issuance may be issued in the form of stock options, restricted stock, restricted stock units or other stock awards under the 2018 Omnibus Incentive Plan.
|
Independent Director
|
Fees earned or paid in cash
|
|
Stock awards
(1)
|
|
Total
|
|
|||
H. Todd Stitzer
|
$
|
280,000
|
|
$
|
221,019
|
|
$
|
501,019
|
|
R. Mark Graf
|
$
|
105,000
|
|
$
|
140,633
|
|
$
|
245,633
|
|
Zackery Hicks
(2)
|
$
|
28,350
|
|
$
|
87,551
|
|
$
|
115,901
|
|
Helen McCluskey
|
$
|
125,000
|
|
$
|
140,633
|
|
$
|
265,633
|
|
Sharon L. McCollam
|
$
|
112,125
|
|
$
|
183,148
|
|
$
|
295,273
|
|
Marianne Miller Parrs
|
$
|
116,325
|
|
$
|
140,633
|
|
$
|
256,958
|
|
Thomas Plaskett
|
$
|
116,438
|
|
$
|
140,633
|
|
$
|
257,071
|
|
Nancy A. Reardon
|
$
|
107,013
|
|
$
|
183,148
|
|
$
|
290,161
|
|
Jonathan Sokoloff
(3)
|
$
|
105,000
|
|
$
|
140,633
|
|
$
|
245,633
|
|
Brian Tilzer
|
$
|
105,000
|
|
$
|
140,633
|
|
$
|
245,633
|
|
Eugenia Ulasewicz
|
$
|
125,000
|
|
$
|
140,633
|
|
$
|
265,633
|
|
Russell Walls
(4)
|
$
|
37,800
|
|
$
|
—
|
|
$
|
37,800
|
|
(1)
|
In accordance with FASB ASC Topic 718, the amounts calculated are based on the aggregate grant date fair value of the shares (in the column entitled “Stock awards”). Shares were granted to Mr. Hicks upon his appointment to the Board on October 26, 2018, and to all other independent Directors on the day of the Annual Meeting of Shareholders. For information on the valuation assumptions, refer to note 25 in the Signet Annual Report on Form 10-K for
Fiscal 2019
. In addition, shares with a grant date fair value of $42,514 were issued to each of Ms. McCollam and Ms. Reardon in consideration of their service from their appointment on March 13, 2018, until the Annual Meeting of Shareholders in June 2018.
|
(2)
|
Mr. Hicks was appointed to the Board in October 2018.
|
(3)
|
Mr. Sokoloff’s cash fee of
$105,000
was paid to Leonard Green & Partners L.P.
|
(4)
|
Mr. Walls resigned from the Board on June 15, 2018.
|
|
U.S. Shareholders
|
UK and other non-U.S. Shareholders
|
Telephone:
|
888-776-9962
|
0800 181 4722*
|
Email:
|
info@astfinancial.com
Please include the words
“Proxy Materials Signet Jewelers Limited”
in the subject line.
|
enquires@linkgroup.co.uk
Please include the words
“Proxy Materials Signet Jewelers Limited”
in the subject line. |
Proposal
|
Board’s
Recommendation |
Vote Required to
Approve |
Effect of
Abstentions |
Effect of Broker Non-Votes
|
1. Election of Directors
a) H. Todd Stitzer
b) Virginia C. Drosos
c) R. Mark Graf
d) Zackery Hicks
e) Helen McCluskey
f) Sharon L. McCollam
g) Nancy A. Reardon
h) Jonathan Seiffer
i) Jonathan Sokoloff
j) Brian Tilzer
k) Eugenia Ulasewicz
|
FOR each Director
nominee |
Majority of the votes cast FOR each Director nominee
|
No effect - not counted
as votes cast |
No effect -not counted
as votes cast |
2. Appointment of KPMG as Independent Auditor
|
FOR
|
Majority of the votes cast FOR
|
No effect - not counted
as votes cast |
Not applicable -broker discretionary voting is permitted
|
3. Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company
’
s Named Executive Officers (the
“
Say-on-Pay
”
vote)
|
FOR
|
Majority of the votes cast FOR (advisory only)
|
No effect - not counted
as votes cast |
No effect - not counted
as votes cast |
•
|
you appointed a proxy designated by the Board; or
|
•
|
the Chairman of the Meeting was appointed as your proxy because you submitted voting instructions (for other proposals) but did not name a proxy.
|
1 Year Signet Jewelers Chart |
1 Month Signet Jewelers Chart |
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