Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2011

 

 

SIGNET JEWELERS LIMITED

(Exact name of Registrant as specified in its charter)

 

 

 

Bermuda   Not Applicable

(State or other jurisdiction

of incorporation)

 

(I.R.S. Employer

Identification No.)

Clarendon House

2 Church Street

Hamilton HM11

Bermuda

(441) 296 5872

(Address and telephone number including area code of principal executive offices)

 

 

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 (See General Instruction A.2 below):

 

¨ 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 5.03. Amendments to Articles of Incorporation or Bye-laws

On June 16, 2011, at the Annual General Meeting of the Shareholders (the “AGM”) of Signet Jewelers Limited (the “Company”), the shareholders approved an amendment of the Company’s Bye-laws to eliminate the requirement for one-third of the Directors or if their number is not three or a multiple of three, the number nearest to one third to retire at every annual general meeting and to provide instead for the annual election of directors effective at the AGM.

The adoption of the Amendment of the Bye-laws caused the terms of all of the Directors serving immediately prior to the AGM to expire at the AGM, and each Director was re-elected at the AGM to serve until 2012 Annual General Meeting of the Shareholders of the Company or until his or her successor is duly elected.

This description of the amendment to the Company’s Bye-laws is qualified in its entirety by reference to the complete text of the Amended Bye-laws, a copy of which is attached hereto as Exhibit 3.1.

 

ITEM 5.07. Submission of Matters to a Vote of Security Holders.

(a) As described in item 5.03 above, the AGM was held on June 16, 2011.

(b) The following matters were voted upon and the results of the voting were as follows:

Proposal One:

To amend the Company’s Bye-laws to provide for the annual election of Directors.

 

Votes For

 

Votes Against

 

Abstentions

68,518,622

  158,026   9,088


Proposal Two and Three:

Election of Directors: Each of the seven nominees listed below was elected as a director of the Company to hold office in accordance with the amended Bye-laws of the Company.

 

Nominees

   Votes For      Votes Against      Abstentions      Broker Non-Votes  

Sir. Malcolm Williamson

     65,530,111         22,923         17,621         3,115,081   

Mr. Michael W. Barnes

     65,545,970         21,319         3,366         3,115,081   

Mr. Robert Blanchard

     64,588,001         978,984         3,670         3,115,081   

Mr. Dale Hilpert

     65,061,118         505,967         3,570         3,115,081   

Mr. Russell Walls

     65,543,427         23,608         3,620         3,115,081   

Ms. Marianne Parrs

     65,549,053         18,227         3,375         3,115,081   

Mr. Thomas Plaskett

     65,058,788         508,407         3,460         3,115,081   


Proposal Four:

Appointment of KPMG LLP as independent auditor of the Company and to authorization of the Audit Committee to determine its compensation.

 

Votes For

 

Votes Against

 

Abstentions

68,418,085

  265,653   1,998

Proposal Five:

Approval of the Signet Jewelers Limited Annual Performance Bonus Plan.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-votes

64,441,022

  1,090,336   39,297   3,115,081


Proposal Six:

Non-binding, advisory vote to approve the compensation of the Company’s named executive officers (the “Say on Pay” vote).

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-votes

56,741,802

   8,814,688    14,165    3,115,081

Proposal Seven:

Frequency of the Say-on-Pay vote.

 

Every year

   Every Second Year    Every Three Years    Abstentions    Broker Non-Votes

61,452,397

   36,129    3,949,513    91,666    3,156,031

(C) The Company’s stockholders selected once every year as the frequency for future advisory votes on executive compensation. In light of this stockholder vote, the Board of Directors has determined that it will include an advisory vote on executive compensation in the Company’s proxy materials every year until the next required vote on the frequency of stockholders votes on executive compensation.


ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits

3.1 Amended Bye-laws of Signet Jewelers Limited.


SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SIGNET JEWELERS LIMITED
By:   /S/    MARK A JENKINS
Name:   Mark A Jenkins
Title:   Group Company Secretary

 

Date: June 17, 2011