Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.50M
2: EX-21.1 Subsidiaries List HTML 49K
3: EX-22.1 Published Report re: Matters Submitted to a Vote HTML 46K
of Security Holders
4: EX-23.1 Consent of Expert or Counsel HTML 42K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 56K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 47K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 44K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 44K
15: R1 Cover Page HTML 109K
16: R2 Audit Information HTML 48K
17: R3 Consolidated Statements Of Operations HTML 122K
18: R4 Consolidated Statements Of Comprehensive Income HTML 159K
(Loss)
19: R5 Consolidated Balance Sheets HTML 169K
20: R6 Consolidated Balance Sheets (Parenthetical) HTML 61K
21: R7 Consolidated Statements Of Cash Flows HTML 140K
22: R8 Consolidated Statements Of Shareholders' Equity HTML 91K
23: R9 Organization and summary of significant accounting HTML 96K
policies
24: R10 New accounting pronouncements HTML 63K
25: R11 Revenue recognition HTML 258K
26: R12 Acquisitions and divestitures HTML 78K
27: R13 Segment information HTML 114K
28: R14 Redeemable preferred shares HTML 61K
29: R15 Common shares, treasury shares, and dividends HTML 109K
30: R16 Earnings (Loss) Per Common Share ("Eps") HTML 81K
31: R17 Accumulated other comprehensive income (Loss) HTML 126K
32: R18 Income taxes HTML 193K
33: R19 Other operating income (expense) and HTML 70K
non-operating, net
34: R20 Credit transactions HTML 48K
35: R21 Accounts receivable HTML 55K
36: R22 Inventories HTML 62K
37: R23 Property, plant and equipment, net HTML 60K
38: R24 Asset Impairments, net HTML 60K
39: R25 Leases HTML 80K
40: R26 Goodwill and intangibles HTML 102K
41: R27 Investments HTML 76K
42: R28 Derivatives HTML 56K
43: R29 Fair value measurement HTML 93K
44: R30 Loans, overdrafts and long-term debt HTML 70K
45: R31 Accrued expenses and other current liabilities HTML 71K
46: R32 Other liabilities - non-current HTML 52K
47: R33 Share-based compensation HTML 101K
48: R34 Restructuring HTML 49K
49: R35 Retirement plans HTML 151K
50: R36 Commitments and contingencies HTML 50K
51: R37 Pay vs Performance Disclosure HTML 55K
52: R38 Insider Trading Arrangements HTML 49K
53: R39 Organization and summary of significant accounting HTML 131K
policies (Policies)
54: R40 Organization and summary of significant accounting HTML 80K
policies (Tables)
55: R41 Revenue recognition (Tables) HTML 252K
56: R42 Acquisitions and divestitures (Tables) HTML 65K
57: R43 Segment information (Tables) HTML 109K
58: R44 Redeemable preferred shares (Tables) HTML 54K
59: R45 Common shares, treasury shares, and dividends HTML 107K
(Tables)
60: R46 Earnings (Loss) Per Common Share ("Eps") (Tables) HTML 84K
61: R47 Accumulated other comprehensive income (Loss) HTML 127K
(Tables)
62: R48 Income taxes (Tables) HTML 192K
63: R49 Other operating income (Expense) and HTML 72K
Non-Operating, Net (Tables)
64: R50 Accounts receivable (Tables) HTML 51K
65: R51 Inventories (Tables) HTML 64K
66: R52 Property, plant and equipment, net (Tables) HTML 61K
67: R53 Asset Impairments, net (Tables) HTML 55K
68: R54 Leases (Tables) HTML 82K
69: R55 Goodwill and intangibles (Tables) HTML 141K
70: R56 Investments (Tables) HTML 75K
71: R57 Fair value measurement (Tables) HTML 89K
72: R58 Loans, overdrafts and long-term debt (Tables) HTML 61K
73: R59 Accrued expenses and other current liabilities HTML 74K
(Tables)
74: R60 Other liabilities - non-current (Tables) HTML 52K
75: R61 Share-based compensation (Tables) HTML 112K
76: R62 Retirement plans (Tables) HTML 150K
77: R63 Organization and summary of significant accounting HTML 74K
policies - Narrative (Details)
78: R64 Organization and summary of significant accounting HTML 50K
policies - Cash and Equivalents (Details)
79: R65 Organization and summary of significant accounting HTML 54K
policies - Supplemental Cash Flow Information
(Details)
80: R66 Organization and summary of significant accounting HTML 57K
policies - Property Plant and Equipment (Details)
81: R67 New accounting pronouncements - Effects of HTML 47K
adoption (Details)
82: R68 Revenue recognition - Disaggregation of Revenue HTML 153K
(Details)
83: R69 Revenue recognition - Narrative (Details) HTML 53K
84: R70 Revenue recognition - Performance Obligation HTML 55K
Narrative (Details)
85: R71 Revenue recognition - Unamortized Deferred Selling HTML 49K
Costs (Details)
86: R72 Revenue recognition - ESP and Voucher Promotions HTML 55K
(Details)
87: R73 Revenue recognition - ESP Deferred Revenue HTML 56K
Rollforward (Details)
88: R74 Acquisitions and divestitures - Narrative HTML 98K
(Details)
89: R75 Acquisitions and divestitures - Assets Acquired HTML 91K
and Liabilities Assumed (Details)
90: R76 Segment information - Narrative (Details) HTML 45K
91: R77 Segment information - Schedule of Activity by HTML 127K
Segment (Details)
92: R78 Segment information - long-lived assets by HTML 53K
geographic region (Details)
93: R79 Redeemable preferred shares - Narrative (Details) HTML 68K
94: R80 Redeemable preferred shares - Schedule of HTML 53K
Redeemable Preferred Shares (Details)
95: R81 Common shares, treasury shares, and dividends - HTML 94K
Narrative (Details)
96: R82 Common shares, treasury shares, and dividends HTML 63K
-Schedule of Class of Treasury Stock (Details)
97: R83 Common shares, treasury shares, and dividends HTML 69K
-Schedule of Dividends (Details)
98: R84 Earnings (Loss) Per Common Share ("EPS") - HTML 57K
Schedule of Basic Earnings per Share (Details)
99: R85 Earnings Per Common Share (?EPS?) - Schedule of HTML 80K
Diluted Earnings per Share (Details)
100: R86 Earnings (Loss) Per Common Share ("EPS") - HTML 49K
Schedule of Antidilutive Securities Excluded From
the Calculation of Earnings Per Share (Details)
101: R87 Accumulated other comprehensive income (loss) - HTML 81K
Changes in Accumulated OCI by Component and
Reclassifications Out of Accumulated OCI (Details)
102: R88 Accumulated other comprehensive income (loss) - HTML 92K
Reclassifications out of AOCI (Details)
103: R89 Income taxes - Schedule of Income and Income Taxes HTML 70K
(Details)
104: R90 Income taxes - Narrative (Details) HTML 82K
105: R91 Income taxes - Schedule of Reconciliation of HTML 69K
Statutory Tax Rate to Effective Tax Rate (Details)
106: R92 Income taxes - Schedule of Components of Deferred HTML 104K
Tax Assets and Liabilities (Details)
107: R93 Income Taxes - Summary of Valuation Allowance HTML 53K
(Details)
108: R94 Income taxes - Schedule of Activity of HTML 61K
Unrecognized Tax Benefits (Detail)
109: R95 Other operating income (expense) and HTML 58K
non-operating, net - Schedule of Other Operating
Cost and Expense, by Component (Details)
110: R96 Other operating income (expense) and HTML 50K
non-operating, net - Schedule of Other
Nonoperating Expense, by Component (Details)
111: R97 Credit transactions (Details) HTML 51K
112: R98 Accounts receivable - Rollforward of Allowance for HTML 57K
Credit Losses (Details)
113: R99 Accounts receivable - Narrative (Details) HTML 44K
114: R100 Inventories - Schedule of Inventory Components HTML 50K
(Details)
115: R101 Inventories - Narrative (Details) HTML 46K
116: R102 Inventories - Schedule of Inventory Reserves HTML 54K
(Details)
117: R103 Property, plant and equipment, net - Schedule of HTML 65K
Property, Plant and Equipment, Net (Details)
118: R104 Property, plant and equipment, net - Narrative HTML 48K
(Details)
119: R105 Asset Impairments, net - Schedule of Asset HTML 52K
Impairment (Details)
120: R106 Asset Impairments, net - Narrative (Details) HTML 53K
121: R107 Leases - Lease Term and Discount Rate (Details) HTML 47K
122: R108 Leases - Schedule of Total Lease Costs For HTML 54K
Operating Leases (Details)
123: R109 Leases - Schedule of Supplementary Cash Flow HTML 50K
Information (Details)
124: R110 Leases - Narrative (Details) HTML 52K
125: R111 Leases - Schedule of Future Minimum Payments For HTML 62K
Operating Leases (Details)
126: R112 Goodwill and intangibles - Narrative (Details) HTML 65K
127: R113 Goodwill and intangibles - Schedule of Goodwill HTML 55K
(Details)
128: R114 Goodwill and intangibles - Composition of HTML 63K
Intangible Assets and Liabilities (Details)
129: R115 Goodwill and intangibles - Schedule of Future HTML 73K
Amortization (Details)
130: R116 Investments -Schedule of Available-for-Sale Debt HTML 63K
Securities (Details)
131: R117 Investments - Narrative (Details) HTML 65K
132: R118 Investments - Schedule of Investments in Debt HTML 66K
Securities Outstanding (Details)
133: R119 Derivatives - Narrative (Details) HTML 59K
134: R120 Fair value measurement - Fair Value of Assets and HTML 72K
Liabilities (Details)
135: R121 Fair value measurement - Outstanding Debt HTML 52K
(Details)
136: R122 Loans, overdrafts and long-term debt - Schedule of HTML 61K
Loans, Overdrafts and Long-term Debt (Details)
137: R123 Loans, overdrafts and long-term debt - Schedule of HTML 63K
Maturities of Long-term Debt (Details)
138: R124 Loans, overdrafts and long-term debt - Narrative HTML 99K
(Details)
139: R125 Accrued expenses and other current liabilities - HTML 57K
Schedule of Accrued Expenses and Other Current
Liabilities (Details)
140: R126 Accrued expenses and other current liabilities - HTML 51K
Schedule of Activity in Warranty Reserve (Details)
141: R127 Accrued expenses and other current liabilities - HTML 52K
Components of Warranty Reserve (Details)
142: R128 Other liabilities - non-current - Summary of Other HTML 52K
Liabilities (Details)
143: R129 Share-based compensation - Schedule of Share-Based HTML 48K
Compensation Expense and Associated Tax Benefits
(Details)
144: R130 Share-based compensation - Schedule of HTML 57K
Unrecognized Compensation Cost Related to
Outstanding Awards (Details)
145: R131 Share-based compensation - Narrative (Details) HTML 93K
146: R132 Share-based compensation - Schedule of Significant HTML 62K
Assumptions used to Estimate Fair Value of Awards
under Omnibus Plan (Details)
147: R133 Share-based compensation - Schedule of Activity of HTML 78K
Awards Granted under Omnibus Plan (Details)
148: R134 Share-based compensation - Schedule of Activity of HTML 60K
Stock Options Granted under Omnibus Plan (Details)
149: R135 Share-based compensation - Schedule of Additional HTML 55K
Information about Awards Granted under Omnibus
Plan (Details)
150: R136 Restructuring - Narrative (Details) HTML 72K
151: R137 Retirement plans - Narrative (Details) HTML 87K
152: R138 Retirement plans - Change in UK Plan Assets HTML 64K
(Details)
153: R139 Retirement plans - Change in UK Benefit Obligation HTML 64K
(Details)
154: R140 Retirement plans - Components of UK Net Asset HTML 49K
Recognized (Details)
155: R141 Retirement plans - AOCI Items not yet Recognized HTML 51K
(Details)
156: R142 Retirement plans - Components of Net Periodic HTML 71K
Pension Cost (Details)
157: R143 Retirement plans - Fair Value Measurements of Plan HTML 70K
Assets (Details)
158: R144 Retirement plans - Changes in Fair Value of Level HTML 59K
3 Investment Assets (Details)
159: R145 Retirement plans - Fair Value of Unfunded, HTML 54K
Non-qualified Deferred Compensation Plans Assets
(Details)
160: R146 Commitments and contingencies (Details) HTML 60K
162: XML IDEA XML File -- Filing Summary XML 315K
165: XML XBRL Instance -- sig-20240203_htm XML 4.65M
161: EXCEL IDEA Workbook of Financial Report Info XLSX 311K
11: EX-101.CAL XBRL Calculations -- sig-20240203_cal XML 449K
12: EX-101.DEF XBRL Definitions -- sig-20240203_def XML 1.19M
13: EX-101.LAB XBRL Labels -- sig-20240203_lab XML 2.84M
14: EX-101.PRE XBRL Presentations -- sig-20240203_pre XML 2.06M
10: EX-101.SCH XBRL Schema -- sig-20240203 XSD 294K
163: JSON XBRL Instance as JSON Data -- MetaLinks 901± 1.37M
164: ZIP XBRL Zipped Folder -- 0000832988-24-000083-xbrl Zip 851K
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Signet Jewelers Limited (including its subsidiaries,
the “Company”) recognizes that it is in the best interests of the Company and its shareholders to align its executive compensation philosophy regarding pay-for-performance with a culture of accountability and integrity. Accordingly, the Company has adopted this Clawback Policy for Accounting Restatements (this “Policy”) which provides for the recoupment of certain executive compensation in the event of an accounting restatement (as defined below) resulting from material noncompliance with financial reporting requirements under the federal securities laws. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 303A.14 of the New York Stock Exchange Listed Company Manual (“Listing Standards”).
Questions
about this Policy should be directed to the Corporate Secretary.
Definitions
1. “Accounting restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
2. “Covered
executives” means the Company’s current and former team members who have been designated by the Company’s Board of Directors (the “Board”) as executive officers in accordance with Section 10D of the Exchange Act, which shall generally include the Company’s team members who have been deemed by the Board to be subject to the requirements of Section 16 under the Exchange Act, and such other senior executives or team members who may from time to time be determined by the Board, in its sole discretion, to be subject to this Policy.
3. “Incentive compensation” means any of the following; provided that, such compensation is granted, earned,
or vested based wholly or in part on the attainment of a financial reporting measure:
a. Cash bonuses awarded under the Company’s Short-Term Incentive Plan (“STIP”), and any other short- or long-term cash incentives.
b. Equity-based compensation granted under the Company’s Long-Term Incentive Plan and/or Omnibus Incentive Plan or other Company plan or arrangement, including:
•Stock options;
•Stock appreciation rights;
•Time-based restricted shares;
•Time-based
restricted stock units; or
•Performance-based restricted stock units.
4. “Excess incentive compensation” means
1
a. the excess of the incentive compensation paid to the covered executive based on the erroneous data over the incentive compensation that would have been paid to the covered executive had it been determined based on the restated results, computed without regard for any taxes paid, as determined by the Board; or
b. if the Board cannot determine the excess of the incentive compensation received by the covered executive directly from the information
in the accounting restatement, then the Board shall make its determination based on a reasonable estimate of the effect of the accounting restatement.
5. “Financial reporting measures” include any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure. Financial Reporting Measures include, but are not limited to, the following (and any measures derived from the following): Company stock price; total shareholder return (“TSR”); revenues; net income; operating income, including non-GAAP adjusted operating income; sales, including same store or comparable sales of the Company
or one or more reportable segments or banners, where such sales are subject to an Accounting Restatement; financial ratios (e.g., leverage ratio, operating margins, accounts receivable turnover and inventory turnover rates); earnings before interest and taxes (“EBIT”), including non-GAAP EBIT; earnings before interest, taxes, depreciation and amortization (“EBITDA”); funds from operations and adjusted funds from operations; free cash flow and other liquidity measures (e.g., working capital, operating cash flow); return measures (e.g., return on invested capital, return on assets); earnings measures (e.g., earnings per share); and operating margins. A financial reporting measure need not be presented within the Company’s financial statements or included in a filing with the Securities Exchange Commission to be deemed a financial reporting measure.
Administration
This
Policy shall be administered by the Board or, if so designated by the Board, the Human Capital Management & Compensation Committee, in which case references herein to the Board shall be deemed references to the Human Capital Management & Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
Recoupment
In the event the Company is required to prepare an accounting restatement of its financial statements, the Board will require reimbursement or forfeiture of any excess incentive compensation received by any covered executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting
restatement. The date on which the Company is required to prepare an accounting restatement is the earlier of: (a) the date the Board (or officers authorized by the Board) concludes or reasonably should have concluded that the Company is required to prepare an accounting restatement and (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement.
Method of Recoupment
The Board will determine, in its sole discretion, the method for recouping excess incentive compensation hereunder which may include, without limitation and subject to compliance with any applicable law:
•seeking
reimbursement of all or part of any cash or equity-based incentive compensation previously paid;
2
•seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based incentive compensation;
•cancelling prior cash or equity-based compensation, whether vested or unvested or paid or unpaid;
•offsetting the excess incentive compensation amount against any planned future cash compensation or equity-based awards, or otherwise owed by the Company to the covered executive;
•forfeiture
of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder; and
•taking any other remedial and recovery action permitted by law, as determined by the Board.
No Indemnification
The Company shall not indemnify any covered executives against the loss of any erroneously awarded or excess incentive compensation.
Interpretation
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the
requirements of Section 10D of the Exchange Act and Section 303A.14 of the Listing Standards.
Effective Date
This Policy shall be effective as of the date it is adopted by the Board (the "Effective Date") and shall apply to incentive compensation that is approved, awarded or granted to covered executives on or after October 2, 2023. Subject to applicable law, the Board may affect recovery under this Policy from any amount of incentive compensation approved, awarded, granted, payable or paid to a covered executive prior to, on or after October 2, 2023.
Amendment and Termination
The Board may amend this Policy from time to time in its discretion and
shall amend this Policy as it deems necessary to remain consistent with the final or any amended regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and the New York Stock Exchange under Section 303A.14 of the Listing Standards. The Board may terminate this Policy at any time.
Other Recoupment Rights
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any termination protection agreement, employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a covered executive to agree to abide by and be subject to the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that
may be available to the Company pursuant to the terms of any similar policy, including in any termination protection agreement, employment agreement, equity award agreement, or similar agreement, and any other legal remedies available to the Company.
3
Impracticability
The Board shall recover any excess incentive compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and Section 303A.14 of the Listing Standards.
Successors
This
Policy shall be binding and enforceable against all covered executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
Disclosure Requirement
A copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to the Company’s annual report on Form 10-K.
4
Dates Referenced Herein and Documents Incorporated by Reference
