Title of each class of securities to which the transaction applies:

Aggregate number of securities to which the transaction applies:

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):

Proposed maximum aggregate value of the transaction:

Total fee paid:

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

Dear Fellow

Shareholders

H. TODD STITZER Chairman of the Board

Signet Jewelers

Notice is hereby given that the 2021 Annual Meeting of Shareholders (“Meeting”) of Signet Jewelers Limited (the “Company” or “Signet”) to be held on Friday, June 25, 2021 at 11:00 am, Eastern Time. The Meeting will be held entirely online live via audio webcast due to the ongoing impacts of the coronavirus (COVID-19) pandemic and to support the health and well-being of our directors, team members, shareholders and other stakeholders.

If you are a Signet shareholder of record, you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/SIG2021.

Each of the proposals to be presented at the Meeting will be voted upon by a poll. In addition, the Company will consider the transaction of any other business properly brought at the Meeting or any adjournment or postponement thereof.

The Board has fixed the close of business on Friday, April 30, 2021, as the record date for the Meeting. All of the Company’s shareholders of record at the close of business on that date are entitled to notice of, and to participate and vote at, the Meeting and at any adjournment and continuation thereof.

Attendance at the Meeting will be limited to shareholders of record, beneficial owners with evidence of ownership, corporate representatives of shareholders, proxies and guests invited by management who have a 16-digit control number, which shall be on the notice, proxy card or instructions that accompanied the proxy materials.

The Meeting will be conducted pursuant to the Company’s Bye-laws and rules of order prescribed by the Chairman of the Meeting.

       By Order of the Board.

       Matt Shady

       Corporate Secretary

       May 12, 2021

Friday, June 25, 2021,

11:00 a.m.,

Eastern Time

Virtual meeting via live

audio webcast at:

www.virtualshareholder

meeting.com/SIG2021

At the Meeting, the following items

of business shall be considered:

1.  Election of twelve 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.

2.  Appointment of KPMG LLP as independent registered public accounting firm (“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 authorization of the Audit Committee to determine its compensation.

3.  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).

Date & Time

June 25, 2021,

11:00 a.m., Eastern Time

Virtual meeting to be held via

live audio webcast at

www.virtualshareholdermeeting.com/SIG2021

Record Date

April 30, 2021

Date proxy materials are first made

available to Shareholders: May 12, 2021

Electronic voting prior to the Annual Meeting

www.ProxyVote.com.

SIGNET JEWELERS

Nominees

Director Since

Independent

  Recommended Vote  

H. Todd Stitzer

2012

YES

FOR

Virginia C. Drosos

2013

NO

FOR

André V. Branch

2021

YES

FOR

R. Mark Graf

2017

YES

FOR

Zackery A. Hicks

2019

YES

FOR

Sharon L. McCollam

2018

YES

FOR

Helen McCluskey

2014

YES

FOR

Nancy A. Reardon

2018

YES

FOR

Jonathan Seiffer

2019

YES

FOR

Brian Tilzer

2017

YES

FOR

Eugenia Ulasewicz

2014

YES

FOR

Dontá L. Wilson

2021

YES

FOR

Board

Accountability

◆  All Directors are elected annually

◆  The Company has majority voting for Director elections

Leadership

Structure and Succession

Planning

◆  The roles of the Chairman and Chief Executive Officer (“CEO”) are separate to provide clear division of responsibilities between leadership of the Board and the principal executive responsible for the Company’s operations

◆  The Board regularly participates in CEO succession planning and maintains a formal CEO succession plan

◆  A formal emergency succession plan for the Chairman has been adopted

Director Independence

◆  The Chairman of the Board is independent and approves Board meeting agendas and oversees effective Board operation

◆  All five standing Board Committees, including Audit, Corporate Citizenship & Sustainability, Human Capital Management & Compensation, Finance, and Nomination & Corporate Governance are fully comprised of independent Directors

◆  All Directors are independent with the exception of the CEO

Board

Diversity

◆  The Board maintains a Diversity Policy

◆  58% of the Board nominees are women or persons of color, and four of the standing Board Committees are chaired by women

◆  The Board is comprised of Directors ranging in ages from 44 to 69 years

Board

Refreshment

◆  A Director Tenure Policy is in place, with average tenure of Board nominees at approximately 4.4 years

◆  Eight of our current Directors have been added since the beginning of Fiscal 2018.

Board Evaluation and Effectiveness

◆  Annual Board, Committee and Director evaluations are conducted, including periodic external Board evaluations

◆  A Director skills matrix is reviewed and approved by the Board each year

Shareholder Alignment

◆  Company policy prohibits pledging and hedging of Company shares by Directors and employees

◆  Executive officer and Director Share Ownership Policies have been adopted

2021 PROXY STATEMENT

Director Access

and Engagement

◆  Executive sessions of independent Directors are held at each regularly scheduled Board meeting

◆  All Directors continuing in office at the time are required to attend the annual meeting of shareholders, and all Directors then in office attended the 2020 Annual Meeting of Shareholders

◆  Shareholders have the ability to engage with Directors through the procedures set forth on page 29 of this Proxy Statement

Corporate

Citizenship

◆  The Board oversees corporate citizenship, environmental, social and governance (ESG) matters, and sustainability through its standalone Corporate Citizenship & Sustainability Committee

◆  The Company publishes a Corporate Citizenship and Sustainability Report that seeks to align with SASB reporting standards

Human Capital Management

◆  The Board oversees human capital management (HCM) through its Human Capital Management & Compensation Committee

Risk Oversight

◆  The Board oversees risk management

Component

Objective

Performance Linkage

Base salary

Provide a fixed level of pay that is not at risk and reflects individual experience and ongoing contribution and performance.

Amounts and merit increases tied to individual performance, while factoring in competitive market benchmarks.

Annual bonus (Short Term Incentive Plan or “STIP”)

Motivate and reward achievement of annual financial results against established annual goals of the Company.

Cash awards dependent on the degree of achievement against annual performance targets that align with our strategic plan and focused on profitable growth.

Long-term incentives (“LTIP”)

◆  Performance-based restricted stock units (PSUs)

◆  Time-based restricted stock units (RSUs)

Align management with long-term shareholder interests; retain executive officers; motivate and reward achievement of sustainable earnings growth and returns over time.

Performance-based restricted stock units (50% of LTIP) require achievement of Company financial goals over a two-year performance measurement period and vest one year after the end of the performance measurement period, and time-based restricted stock units (50% of LTIP) vest over a three-year period for retention.

SIGNET JEWELERS

◆  Align pay to performance and Company strategy

◆  Set rigorous, objective performance goals and tie vesting of performance-based equity awards to service over multiple years

◆  Oversight of compensation and benefit programs by independent Board of Directors

◆  Impose and monitor meaningful stock ownership requirements

◆  Mitigate undue risk in compensation programs

◆  Require double-trigger vesting for severance and change-in-control benefits and LTIP awards

◆  Set maximum payout limits on all variable compensation

◆  Maintain clawback policy

◆  Retain independent compensation consultant

◆  Provide reasonable perquisites

◆  No excise tax gross-ups in connection with a change in control

◆  No dividend equivalents paid on unvested performance share units

◆  No hedging transactions, short sales or pledging of Company stock

◆  No resetting of performance targets

◆  No excessive severance benefits

2021 PROXY STATEMENT

Releasing inaugural

Corporate Citizenship and

Sustainability Report in May 2021.

Raised the minimum wage for all hourly U.S. team members to $15/hour. Raise is part of Love Takes Care^™ program to protect team members with safety measures and reward employees during the COVID pandemic.

In response to national conversations on racial inequities, Signet donated $100,000 to the NAACP Legal Defense and Educational Fund.

Included in 2021 Bloomberg Gender-Equality Index. For the third consecutive year, Signet is the only specialty jewelry retailer to be recognized on the Bloomberg GEI for policies that support women in the workplace.

Named Great Place to Work-Certified^™ Company. Our investment in team member engagement and the employee experience is reflected in team member feedback on the Great Place to Work^® Trust Index^© Survey.

Joined the UN Global Compact, the world’s largest sustainability initiative. This milestone step furthers the company’s purpose and values with visible ESG leadership.

SIGNET JEWELERS

Clarendon House

2 Church Street

2021 PROXY STATEMENT

If your shares were registered directly in your name with one of Signet’s registrars (American Stock Transfer & Trust Company for U.S. Shareholders, and Link Asset Services for U.K. and other non-U.S. Shareholders) on the record date, you are considered the shareholder of record for those shares.

Signet’s Internet Notice or hard copy proxy materials will be provided directly to you.

Signet’s Internet Notice or hard copy proxy materials will be forwarded to you by that entity, which is considered the shareholder of record for those shares. Your broker, bank or other nominee will send you details on how to vote your shares, and you must follow their instructions to vote.

SIGNET JEWELERS

Board’s

Recommendation

Vote Required to

Approve

Effect of

Abstentions

1. Election of Directors

2. Appointment of KPMG as Independent Auditor and authorization of the Audit Committee to determine its compensation.

as votes cast

3. Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers (the “Say-on-Pay” vote)

2021 PROXY STATEMENT

By internet:

By telephone:

By mail:

Deadline for receipt by Broadridge:

SIGNET JEWELERS

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.

2021 PROXY STATEMENT

SIGNET JEWELERS

We are asking shareholders to consider twelve nominees for election to the Board to serve until the next annual meeting of shareholders or until their successors are duly elected. Each Director standing for election has the endorsement of the Board and the Nomination & Corporate Governance Committee. The Director nominees bring a variety of backgrounds, skills and experiences that contribute to a well-rounded and diverse Board to effectively guide the next phase of our growth strategy called “Inspiring Brilliance” and oversee our operations in an evolving retail environment. The Board was recently refreshed with recent additions of two highly qualified Directors, André V. Branch and Dontá L. Wilson, who bring ethnic diversity to our Board, fresh insights, and expertise in areas relevant to guiding and overseeing key aspects of Inspiring Brilliance.

2021 PROXY STATEMENT

The following charts summarize the independence, tenure and gender, ethnic and age diversity of our Director nominees

12

BOARD MEMBERS

44-69 Years

AGE RANGE

4.42 Years

AVERAGE TENURE

80%

of Standing Board Committees are
chaired by women

SIGNET JEWELERS

Private Directorship:

Massachusetts Mutual Life Insurance Company

Former Directorship:

Diageo plc

Age: 69

Director since:

January 2012

H. TODD STITZER CHAIRMAN OF THE BOARD, INDEPENDENT

Principal Occupation and Experience

Todd Stitzer has been Chairman of the Board of Signet since June 2012. Mr. Stitzer is also a member of the board of directors of Massachusetts Mutual Life Insurance Company, a privately held mutual life insurance company, where he served as Lead Director from 2018 to 2020 and Chairman of the Audit Committee from 2015 to 2018. Previously, Mr. Stitzer was, until its acquisition by Kraft, Inc. in 2010, the Chief Executive Officer of Cadbury plc (previously Cadbury Schweppes plc). He joined Cadbury in 1983 as Assistant General Counsel for North America, later moving into strategic planning, marketing and sales roles and becoming CEO of Cadbury plc’s wholly-owned subsidiary, Dr Pepper/7 Up in 1997. Mr. Stitzer served on the board of directors of Diageo plc from 2004 through 2013, on the advisory committee to the board of Virgin Group Holdings from 2010 through 2014 and on the advisory board of Hamlin Capital Management LLC, a privately held investment advisory firm from 2010 to 2019. Mr. Stitzer attended Springfield College, holds a bachelor’s degree from Harvard University and a J.D. from Columbia Law School.

Director Qualifications and Key Skills and Attributes

Mr. Stitzer has extensive global experience in senior legal, marketing, sales, strategy development and leadership roles. His executive leadership, strategic transformation experience, legal and commercial and brand-building expertise make him well suited to serve as the Chairman of our Board.

Public Directorship:

American Financial
Group, Inc.

Former Directorship:

Assurex Health

Age: 58

Director since:

July 2012

VIRGINIA C. DROSOS CHIEF EXECUTIVE OFFICER

Principal Occupation and Experience

Virginia Drosos was appointed Chief Executive Officer of the Company on August 1, 2017. Prior to joining Signet, Ms. Drosos served as President and CEO and a director of Assurex Health from 2013 to 2017, where she built Assurex into one of the most successful and fastest growing personalized medicine companies and executed the strategic sale of the company to Myriad Genetics, Inc. in 2016. Previously, she served in roles of increasing responsibility during her 25 year career at the Procter & Gamble Company until September 2012, including service as Group President, where she had responsibility for a $6 billion business unit’s operations, profit and loss, strategy, innovation and long-term business development. Ms. Drosos currently serves on the board of directors of American Financial Group Inc., a publicly traded insurance holding company, since 2013. Ms. Drosos also serves as a director of Akron Children’s Hospital, a pediatric acute care hospital in north-east Ohio, since April 2019. Ms. Drosos holds a BBA from the University of Georgia—Terry College of Business and an MBA from the Wharton School.

Director Qualifications and Key Skills and Attributes

With her broad background in strategic, business and financial planning and operations, Ms. Drosos brings valuable skills and insights to the Company. She has proven leadership skills and expertise in branding, marketing, global operations and business expansions into new product lines, retail channels and geographies. Ms. Drosos is a visionary and transformational leader with an entrepreneurial mindset and proven track record of growing and scaling global businesses through strategy and innovation.

2021 PROXY STATEMENT

Age: 49

Director since:

February 2021

ANDRÉ V. BRANCH INDEPENDENT DIRECTOR

Principal Occupation and Experience

André Branch has served as Senior Vice President and General Manager of MAC Cosmetics North America at Estée Lauder Companies, a publicly traded multinational cosmetics company, since March 2020. In his current role, he oversees the entire operations of MAC Cosmetics across all channels including free standing stores, department stores, specialty-multi, pure play, and eCommerce. His responsibilities include, but are not limited to strategy development and execution, supply chain management, marketing, innovation, commercial management, customer experience design, data analytics and management, consumer research, and talent pipeline development. Prior to joining Estée Lauder, he served in various roles at L’Oréal USA, a wholly-owned subsidiary of L’Oréal S.A., a publicly traded multinational cosmetics company. He was Senior Vice President, E-Commerce and Digital Operations from 2018 to 2020, where he ran digital and eCommerce operations for L’Oréal’s USA operations, and National Account Sales Vice President at Macy’s for Lancôme from 2014 to 2015. Between his stints at L’Oréal, he served as President, E-Commerce Division at The Nature’s Bounty Company, a privately held vitamins and nutritional supplements manufacturer, from 2016 to 2017 and CMO, Consumer Packaged Goods Division at The Nature’s Bounty Company from 2015 to 2016. Mr. Branch holds an MBA from the University of Michigan and a bachelor’s degree in economics from the University of Maryland.

Director Qualifications and Key Skills and Attributes

As a general management and marketing executive with over 25 years of experience at some of the world’s leading consumer packaged goods companies, Mr. Branch brings to our Board contemporary omnichannel experience, a strong marketing core and passion for building and reinventing luxury brands.

Public Directorship:

Harmony Biosciences
Holdings, Inc.

Former Directorship:

BNC Bancorp

Age: 56

Director since:

July 2017

R. MARK GRAF INDEPENDENT DIRECTOR

Principal Occupation and Experience

Mark Graf served as Chief Financial Officer of Discover Financial Services, a publicly traded financial services company, from April 2011 to September 2019, including service as the company’s Chief Accounting Officer from April 2011 to December 2012. Prior to joining Discover, he served as an Investment Advisor at Aquiline Capital Partners from 2008 to 2010 and a Partner at Barrett Ellman Stoddard Capital Partners from 2006 to 2008. Mr. Graf also served in various roles at Fifth Third Bancorp from 2001 to 2006 and AmSouth Bancorporation from 1994 to 2001. Mr. Graf currently serves on the board of directors of Harmony Biosciences Holdings, Inc., a publicly traded commercial-stage pharmaceutical company, since November 2020, and previously served on the board of directors of BNC Bancorp, formerly a publicly traded bank holding company, from 2010 to 2011. Mr. Graf holds a bachelor’s degree in Economics from the Wharton School.

Director Qualifications and Key Skills and Attributes

Mr. Graf has nearly 20 years of experience in C-Suite leadership roles in major public financial firms, as well as experience as an investor. His extensive capital analysis, consumer credit and financial management expertise, as well as his risk management and real estate skills bring valuable experience and insight to the Board.

SIGNET JEWELERS

Private Directorships:

Toyota Connected NA

Toyota Connected EU

Age: 57

Director since:

October 2018

ZACKERY A. HICKS INDEPENDENT DIRECTOR

Principal Occupation and Experience

Zackery Hicks serves as Executive Vice President and Chief Digital Officer of Toyota Motors North America, Inc., a subsidiary of Toyota Motor Corporation, a multinational automotive manufacturer, since April 2018, and has held roles of increasing responsibility with Toyota since 1996. In his role as Chief Digital Officer, Mr. Hicks leads Toyota’s Digital Transformation and Mobility efforts which includes the strategy, development and operations of all systems and technology for the company’s North American operations and its connected car ecosystem. He is also the CEO and President of Toyota Connected North America which is driving the transformation of Toyota from an automobile company to a mobility company through the use of connected intelligence services. Mr. Hicks earned a bachelor’s degree in business management from Pepperdine University and an MBA from the University of California at Irvine.

Director Qualifications and Key Skills and Attributes

Mr. Hicks has successfully delivered large-scale innovation and efficiency across business operations through advanced technology and data science. He also brings diversity of industry experience and a start-up mindset to complement Signet’s Board.

Public Directorship:

Abercrombie & Fitch Co.

Former Directorships:

Avon Products, Inc.

Dean Foods Company

Age: 66

Director since:

August 2013

HELEN MCCLUSKEY INDEPENDENT DIRECTOR

Principal Occupation and Experience

Helen McClusky served as President and Chief Executive Officer and a member of the board of directors of The Warnaco Group, Inc. from 2012 until its 2013 acquisition by PVH Corporation, when she retired and became an independent director of PVH until 2014. She joined Warnaco as Group President, Intimate Apparel in 2004, and her responsibilities continued to increase, becoming Chief Operating Officer in 2010 before becoming President and Chief Executive Officer. Prior to joining Warnaco, Ms. McCluskey held various positions of increasing responsibility with Liz Claiborne Inc. from 2001 to 2004, Playtex Apparel, Inc from 1983 to 2001 (which was acquired by Sara Lee Corporation in 1991) and Firestone Tire & Rubber Company from 1977 to1983. Ms. McCluskey currently serves on the board of directors of Abercrombie & Fitch Co., a publicly traded clothing retailer, since February 2019. She previously served on the board of directors of Dean Foods Company, a publicly traded food and beverage company, from November 2015 to May 2020, and Avon Products Inc., a publicly traded international social selling beauty company, from July 2014 to January 2020.

Director Qualifications and Key Skills and Attributes

With Ms. McCluskey’s broad background in strategy, business planning, operations, branding, merchandising and marketing, she brings valuable skills and insight to the Company. Her leadership experience at a publicly traded company provides valuable corporate leadership and management insight to our Board.

2021 PROXY STATEMENT

Public Directorships:

Stitch Fix, Inc.

Advance Auto Parts, Inc.

Chewy, Inc.

Private Directorships:

Hallmark Cards, Inc.

International Walls, Inc.

(f/k/a Art.com, Inc.)

GetYourGuide AG

Age: 59

Director since:

March 2018

SHARON L. MCCOLLAM INDEPENDENT DIRECTOR

Principal Occupation and Experience

Sharon McCollam served as the Chief Financial Officer and Chief Administrative Officer of Best Buy Co., Inc., a multinational consumer electronics retailer, from December 2012 until her retirement in June 2016. She continued to serve as an advisor to Best Buy until January 2017. Prior to Best Buy, Ms. McCollam served in roles of increasing responsibility at Williams-Sonoma Inc. from 2000 to 2012, including service as Executive Vice President, Chief Operating and Chief Financial Officer from 2006 to 2012. She is a member of the board of directors for three additional publicly traded companies including Stitch Fix, Inc., an online personal styling service and retailer, since November 2016, Advance Auto Parts, Inc., an automotive parts provider, since February 2019 and Chewy, Inc., an online retailer of pet products, since June 2019. She previously served on the board of directors for Whole Foods Market, a publicly traded grocery company, from May 2017 until its acquisition by Amazon in August 2017. She also serves on the boards of three privately held companies, including International Walls, Inc. (f/k/a Art.com, Inc.), an online art retailer, since August 2012, Hallmark Cards, Inc., a greeting card retailer and media company, since December 2016 and GetYourGuide AG, an online travel agency and marketplace, since October 2019. She holds a B.S. in Accounting from the University of Central Oklahoma and is a Certified Public Accountant.

Director Qualifications and Key Skills and Attributes

Ms. McCollam has significant experience with major public companies in C-suite positions and has been recognized as the co-pilot of a foremost omni-channel turnaround in the retail sector while at Best Buy. She brings significant expertise in retail, finance, supply chain management, customer care, real estate, enterprise shared services and store development to our Board.

Public Directorship:

Big Lots, Inc.

Private Directorship:

Kids II, Inc.

Age: 68

Director since:

March 2018

NANCY A. REARDON INDEPENDENT DIRECTOR

Principal Occupation and Experience

Nancy Reardon served as Senior Vice President and Chief Human Resources & Communications Officer of Campbell Soup Company from 2004 until her retirement in April 2012. Previously, she was Executive Vice President, Human Resources of Comcast Corporation from 2002 to 2004. Her prior human resources leadership positions also include Borden Capital Management Partners, Duracell, Inc., American Express Company, Avon Products, Inc., and General Electric. Ms. Reardon currently serves on the board of directors of Big Lots, Inc., a publicly traded discount retailer, since 2015. In 2009, Ms. Reardon was named a Fellow of the National Academy of Human Resources. She holds a B.S. in Psychology from Union College and an M.S. in Social Psychology from Syracuse University.

Director Qualifications and Key Skills and Attributes

Ms. Reardon is widely viewed as a leading human resources and communications executive, has significant public company experience, and has played key roles shaping strategic and operating plans, as well as helping transform corporate culture.

SIGNET JEWELERS

Public Directorship:

AerSale Corporation

Former Directorship:

BJ’s Wholesale Club Holdings, Inc.

Whole Foods Market, Inc.

Age: 49

Director since:

June 2019

JONATHAN SEIFFER INDEPENDENT DIRECTOR

Principal Occupation and Experience

Jonathan Seiffer currently serves as a Senior Partner with Leonard Green & Partners, L.P. (“Leonard Green”), a private equity firm which is one of Signet’s significant shareholders, which he joined in 1994. Before joining Leonard Green, he worked in corporate finance at Donaldson, Lufkin & Jenrette, a U.S. investment bank. Mr. Seiffer currently serves on the board of directors of AerSale Corporation, publicly traded after market provider of aviation products and services, since January 2010, and Authentic Brands Group, a privately held global brand development, marketing, and entertainment company, since July 2010. Previously, he served on the board of directors of BJ’s Wholesale Club, a publicly traded warehouse club operator, from 2011 to June 2020, and Whole Foods Market, Inc., a then-publicly traded grocery company, from December 2008 until August 2017. Mr. Seiffer earned a Bachelor of Applied Sciences in Systems Engineering and a B.S. in Economics from the University of Pennsylvania. Mr. Seiffer was nominated for service as a Director by Leonard Green (as described under “Director Qualifications and Experience” below).

Director Qualifications and Key Skills and Attributes

Mr. Seiffer brings knowledge and experience in finance, and broad-based experience in the leadership of retail businesses and companies undergoing transformations. He also offers the Board a valuable investor perspective and insight from the world of private equity, by virtue of his service as a Senior Partner of Leonard Green, a significant shareholder of the Company.

Age: 50

Director since:

February 2017

BRIAN TILZER INDEPENDENT DIRECTOR

Principal Occupation and Experience

Brian Tilzer has served as Chief Digital and Technology Officer at Best Buy, a multinational consumer electronics retailer, since May 2018. Previously, he was Chief Digital Officer at CVS Health Corporation, a publicly traded healthcare and retail pharmacy company, from 2013 until 2018, where he scaled an enterprise-wide digital program to over 50 million active users. Prior to CVS Health, Mr. Tilzer was the Senior Vice President of Global eCommerce at Staples, where he developed and led several multi-channel digital innovation strategies. Mr. Tilzer holds a bachelor’s degree from Tufts University and an MBA from the Wharton School.

Director Qualifications and Key Skills and Attributes

Mr. Tilzer has more than 25 years of experience in information technology, strategic business development, digital transformation, planning and analysis and operations with a deep concentration in corporate, omni-channel and eCommerce strategy.

2021 PROXY STATEMENT

Public Directorships:

Vince Holding Corp.

ASOS plc

Former Directorship:

Bunzl plc

Hudson Ltd.

Age: 67

Director since:

September 2013

EUGENIA ULASEWICZ INDEPENDENT DIRECTOR

Principal Occupation and Experience

Eugenia Ulasewicz served as the President of Burberry Group plc’s American division, responsible for the US, Canada, Latin America, Central and South America, until her retirement in March 2013. Ms. Ulasewicz joined Burberry in 1998 and became a member of its executive committee in 2006. Prior to joining Burberry, she held positions of increasing responsibility with Saks, Inc. from 1993 to 1998, Galeries Lafayette from 1991 to 1993 and Bloomingdales, a division of Macy’s, Inc. (formerly Federated Department Stores, Inc.) from 1975 to 1991. She currently serves on the board of directors of two additional publicly traded companies, including Vince Holding Corp., a global luxury apparel and accessories company, since April 2014, and ASOS pic, a global online fashion retailer, since April 16, 2020. Previously, she served as a director of Bunzl plc, an international distribution company, from April 2011 to April 2020 and Hudson Group, a travel retailer, from Feb 2018 through December 2020 when it merged with its majority shareholder Dufry. She is a Board Leadership Fellow of the National Association of Corporate Directors. Ms. Ulasewicz holds a B.S. from the University of Massachusetts and a Doctor of Laws from the College of Mount Saint Vincent.

Director Qualifications and Key Skills and Attributes

Ms. Ulasewicz’s extensive experience serving on the boards of global public companies and her expertise in retail, branding, marketing, omni-channel, global operations and general management provides valuable skills and insights to the Company.

Age: 44

Director since:

February 2021

DONTÁ L. WILSON INDEPENDENT DIRECTOR

Principal Occupation and Experience

Dontá Wilson has served as Chief Digital and Client Experience Officer at Truist Financial Corporation (formerly, BB&T), a publicly traded financial services company, since 2018 and Chief Client Experience Officer since 2016. In his current role, he oversees digital banking, digital sales, digital transformation, digital strategy and innovation, intelligent automation, client experience strategy, client insights and analytics, omnichannel strategy, experience design and research, marketing, sales optimization, corporate communications, culture alignment and activation, the Truist Foundation, and fintech investments through Truist Ventures. He also serves as an executive sponsor of Truist Financial Corporation’s diversity, equity and inclusion initiative, and he co-chairs its culture council. He joined BB&T in 1995 and has held various positions of increasing responsibilities. Prior to becoming Chief Digital and Client Experience Officer, he served as the Group/State President, BB&T of Georgia from 2014 to 2016 and President, BB&T of Alabama from 2009 to 2014. Mr. Wilson received an MBA from the University of Maryland and a bachelor’s in business administration from the University of North Carolina at Charlotte.

Director Qualifications and Key Skills and Attributes

With his proven track record of positively impacting growth, digital transformation, brand equity and culture across organizations, and focus on delivering a distinctive client experience as a tech-savvy and strategic thinking executive, Mr. Wilson brings a unique and valuable perspective to the Board and Company.

The Board of Directors Recommends a Vote “FOR” Each of the Nominees Named Above.

SIGNET JEWELERS

2021 PROXY STATEMENT

SIGNET JEWELERS

2021 PROXY STATEMENT

BOARD SELF-EVALUATION PROCESS

DISCUSSION

OUTLINE

The self-evaluation is facilitated through a discussion outline developed by the NCGC and outside counsel. The discussion outline includes a series of topics and questions designed to solicit constructive feedback to be used in improving Board, Committee and individual Director effectiveness.

CONFIDENTIAL

INTERVIEWS

Members of our Board participate in the evaluation discussion individually through an interview by outside counsel, responding to questions based on the discussion outline, with follow-up questions depending upon the responses provided.

ANALYSIS OF

FEEDBACK

Director feedback solicited from the interviews is analyzed for any trends, including areas of strength or areas for improvement. Outside counsel presents key findings on an anonymous basis to the NCGC, the full Board and management.

RESPOND TO

INPUT

The Board and the Committees discuss the results of the evaluation and, in response to the feedback, determine whether to implement any of the recommendations or suggestions as appropriate to improve processes and procedures to further improve the effectiveness of the Board and Committees. The Board and Committees work with management to take any appropriate actions to implement these changes.

SIGNET JEWELERS

2021 PROXY STATEMENT

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 short-term and multi-year long-term incentive programs are both based on performance targets the Human Capital Management & Compensation Committee believes are closely tied to the creation of long-term shareholder value. These performance targets for executive officers are reviewed and approved by the Committee and set in advance, with above-target payouts 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. See the CDA of this Proxy Statement for more information on the performance metrics used for the Fiscal 2021 short-term and long-term incentive programs;

Equity compensation under the long-term incentive plan is a combination of annually granted time-based restricted shares or restricted stock units that generally vest ratably over three years and performance-based restricted stock 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. In Fiscal 2021, given the difficulty of setting appropriate targets in light of the uncertainty caused by the pandemic, the Human Capital Management & Compensation Committee approved a two-year performance measurement period with a three-year service vesting requirement for the performance-based restricted stock units;

SIGNET JEWELERS

Long-term incentives are awarded in the form of whole share awards (instead of options), driving long-term share value creation, rather than potentially rewarding share price volatility;

The Company seeks to maintain conservative equity utilization, considering factors such as the unusual market conditions driven by the pandemic, under share-based incentive plans;

The CEO and other executive officers, including all NEOs, are subject to share ownership requirements;

The Company prohibits hedging, pledging or speculation of Company shares by employees and Directors;

The Company has a clawback policy that applies to all team members who receive incentive awards and to all short- and long-term incentives in the event of an overpayment. 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 underpayment of incentive compensation, the Company will make up any difference. A participant’s incentive compensation may also be recouped for material violations of the Company’s Code of Conduct or Code of Ethics for Senior Officers or for other conduct deemed detrimental to the business or reputation of the Company; and

The Human Capital Management & 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 short- and long-term incentive programs, and it regularly benchmarks executive compensation against a carefully constructed and regularly reviewed peer group.

Act in accordance with the laws and customs of each country in which it operates;

Adopt proper standards of business practice and procedure;

Operate with integrity; and

Observe and respect the culture of each country in which it operates.

2021 PROXY STATEMENT

Audit Committee

Roles and Responsibilities

Primary function is to assist the Board in fulfilling its oversight responsibilities with respect to the Company’s financial matters.

Responsibilities include:

◆  Reviewing the Company’s consolidated financial statements, related audit findings and earnings releases and accounting principles and policies;

◆  Recommending for appointment or termination by shareholders the Company’s independent registered public accounting firm;

◆  Approving in advance and reviewing all audit and non-audit services provided by the independent registered public accounting firm;

◆  Providing oversight 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 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 in accordance with the Company’s Related Party Transaction Policy.

In carrying out its responsibilities, the Audit Committee:

◆  Receives regular updates on internal audit activity and reviews reports submitted to the Company by the its independent registered public accounting firm, as well as annual management assurance updates submitted by the Risk Committee;

◆  Maintains direct communication with representatives of the independent registered public accounting firm, who ordinarily attend meetings by invitation (except in relation to the firm’s and its representatives’ own appointment and assessment of independence);

◆  Invites the Chairman, CEO, Chief Financial Officer, VP of Internal Audit, General Counsel and others to attend its meetings; and

◆  Meets at least once a year with both the independent registered public accounting firm and internal auditors without executive management present.

Members:

Sharon L. McCollam (Chair)*

R. Mark Graf*

Helen McCluskey*

Jonathan Seiffer*

* Financially literate and audit committee financial experts within the meaning of SEC regulations

Meetings Held in Fiscal 2021: 9

SIGNET JEWELERS

Human Capital Management & Compensation Committee

Roles and Responsibilities

Primary function is to oversee management of human capital of the Company, including to set or recommend compensation policies for senior executives and ensure that they are fairly rewarded, taking into account the interests of shareholders and the financial health of the Company, as well as ensure the Company’s compensation policies remain competitive.

Responsibilities include:

◆  Establishing the overall compensation philosophy;

◆  Approving annual and long-term performance targets for executive officers who report directly to the CEO;

◆  Recommending to the Board for approval the annual and long-term performance targets for the CEO;

◆  In consultation with the Chairman, evaluating the performance of the CEO against corporate goals and objectives and determining the CEO’s total compensation,

◆  In consultation with the CEO, evaluating the performance of the officers reporting to the CEO against corporate goals and objectives, and determining each officer’s total compensation;

◆  Recommending to the Board for approval all severance and other agreements with executives and material employee benefit plans, including retirement and incentive compensation plans;

◆  Approving any share-based compensation awarded to employees of the Company; and

◆  Appointing, compensating and assessing the work of any compensation consultant, independent legal counsel or other advisor retained by the Human Capital Management & Compensation Committee.

◆  Overseeing other areas relating to the overall management of human capital, including culture, diversity and inclusion, benefits and well-being strategy, talent management (attraction, development, and retention), performance management, and succession planning.

For additional information regarding the operation of the Human Capital Management & Compensation Committee, including the role of consultants and management in the process of determining the amount and form of executive compensation, see the CDA below.

Members:

Nancy A. Reardon (Chair)

R. Mark Graf

Jonathan Seiffer

Eugenia Ulasewicz

Meetings Held in Fiscal 2021: 8

Nomination & Corporate Governance Committee

Roles and Responsibilities

Primary function is to nominate Directors and provide oversight with respect to Board composition, implementation of the Company’s Corporate Governance Guidelines and overall corporate governance.

Responsibilities include:

◆  Assisting the Board in the selection, orientation and nomination of Directors;

◆  Reviewing the composition and balance of the Board and its Committees,

◆  CEO, Chairman and Board succession planning, as well as oversight of succession planning for other executive officers;

◆  Reviewing the form and amount of Director compensation, in consultation with the Human Capital Management & Compensation Committee;

◆  Coordinating and overseeing the annual evaluation of the Board and its Committees; and

◆  Assisting the Board in the consideration and development of appropriate corporate governance guidelines and other matters of corporate governance.

For additional information regarding the Nomination & Corporate Governance Committee’s process for identifying Director candidates, see “Board Membership Selection” above.

Members:

Helen McCluskey (Chair)

Zackery Hicks

Sharon L. McCollam

Brian Tilzer

Meetings Held in Fiscal 2021: 4

2021 PROXY STATEMENT

Corporate Citizenship & Sustainability Committee

Roles and Responsibilities

Primary function is to set guidance and direction with respect to policies and progress on the Company’s Corporate Sustainability Goals (“CSGs”) and objectives as a responsible corporate citizen within the Environmental, Social and Governance (“ESG”) areas.

Responsibilities include:

◆  Advising on the Company’s transition from a CSR strategy to a CSG and ESG strategy, including advising on engagement with external stakeholders and other interested parties regarding corporate purpose and culture and sustainability-related initiatives and programs;

◆  Overseeing the implementation and effectiveness of appropriate policies, initiatives, systems and supporting measures in furtherance of the CSGs and ESG goals and objectives, such as to improve social conditions across the supply chain;

◆  Advising on strategies relating to the Signet Love Inspires Foundation, and overseeing the implementation and effectiveness of appropriate community impact programs and philanthropic policies; and

◆  Collaborating with the Human Capital Management and Compensation Committee in its oversight of diversity, equity and inclusion, team member engagement and employee experience practices.

In carrying out its responsibilities, the Corporate Citizenship & Sustainability Committee reviews metrics relating to Signet’s “Three Loves”, which represent the pillars of its sustainability framework: Love for All People; Love for Our Team; and Love for Our Planet and Products. For additional information regarding the Corporate Citizenship & Sustainability Committee’s oversight role and the Company’s sustainability initiatives, see “Sustainability at Signet” below.

Members:

Eugenia Ulasewicz (Chair)

Zackery Hicks

Nancy A. Reardon

Brian Tilzer

Meetings Held in Fiscal 2021: 4

Finance Committee

Roles and Responsibilities

Primary function is to review and guide strategic direction and oversee and offer advice to the Board and management pertaining to risks, opportunities, policies, processes and progress regarding corporate financing or refinancing transactions and the Company’s credit and finance program and portfolio.

Responsibilities include:

◆  Overseeing and reporting to the Board (and the Audit Committee, as appropriate) with respect to the Company’s strategy and plan for its credit program, including regarding risk exposures and the steps and processes management has implemented to monitor and control such exposures, terms and impact on the Company’s operations, financial statements and results;

◆  Reviewing and providing strategic direction regarding any potential structures and related transactions and financing arrangements for the extension of credit or other financing options to the Company’s customers; and

◆  Reviewing and providing strategic direction regarding corporate financing or refinancing transactions and arrangements.

Members:

R. Mark Graf (Chair)

Helen McCluskey

Jonathan Seiffer

H. Todd Stitzer

Established:

October 2020

Meetings Held in Fiscal 2021: 3

SIGNET JEWELERS

2021 PROXY STATEMENT

Annual Board Retainer (Chairman)⁽²⁾

Annual Board Retainer (other than Chairman)⁽³⁾

Additional Annual Retainer to Committee Chairs

Audit Committee

Human Capital Management & Compensation Committee

Nomination & Corporate Governance Committee

Corporate Citizenship & Sustainability Committee

Finance Committee

We typically pay annual cash retainers in quarterly installments. However, see below for details regarding certain temporary changes made in Fiscal 2021 in response to COVID-19.

Split into a cash amount of $280,000 and $220,000 paid in Common Shares on the day of the Annual Meeting of Shareholders.

Split into a cash amount of $105,000 and $140,000 paid in Common Shares on the day of the Annual Meeting of Shareholders.

Independent Director

H. Todd Stitzer

R. Mark Graf

Zackery Hicks

Helen McCluskey

Sharon L. McCollam

Nancy A. Reardon

Jonathan Seiffer⁽³⁾

Jonathan Sokoloff⁽³⁾⁽⁴⁾

Brian Tilzer

Eugenia Ulasewicz

Cash retainer fees were only paid through March 31, 2020 as part of the actions taken in response to COVID-19 as described below.

Reflects the Common Shares granted in lieu of the reduced quarterly cash fees subsequent to March 31, 2020, and reduced annual equity award as part of the actions taken in response to COVID-19 described below. 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”). The reduced annual equity award was made in RSUs with one-year cliff vesting from the date of grant, and were granted to all independent directors who were appointed to the Board at the 2020 Annual Meeting of Shareholders on the day of such Meeting. For information on the valuation assumptions, refer to Note 26 in the Signet Annual Report on Form 10-K for Fiscal 2021.

Mr. Sokoloff’s and Mr. Seiffer’s cash fees were payable to Leonard Green.

Mr. Sokoloff’s service on the Board ended June 12, 2020, when he was not re-nominated by Leonard Green as part of a planned transition.

SIGNET JEWELERS

2021 PROXY STATEMENT

◆   Announced New SVP Investor Relations. (May)

◆  Expanded coverage of Signet’s Responsible Sourcing Protocol (“SRSP”) to include colored gemstones. (June)

◆  Hired Director of ESG Reporting and Communications. (October)

◆  Earned designation as a Great Place to Work-Certified^™ company for the first time. (November)

◆  Included in 2021 Bloomberg Gender-Equality Index (GEI) for the third consecutive year. (January)

◆  Signet donated $1 Million to Akron Children’s Hospital to help support the fight against the COVID-19. (January)

◆  Launched the Signet Love Inspires Foundation to continue our philanthropic commitment to advance social change. (January)

◆  Joined the Sustainability Accounting Standards Board (SASB) Member Alliance. (February)

◆  Enhanced our Board Diversity with the addition of two ethnically diverse Directors, André V. Branch and Dontá L. Wilson. As a result, 17%  of our Directors are people of color and 42% are women. (February)

◆  Board-level Committee responsible for oversight, originally chartered in 2014 as the Corporate Social Responsibility Committee, renamed  as the Corporate Citizenship & Sustainability Committee. The new charter details the Committee’s oversight role with corporate  purpose, ESG disclosures, and alignment with the 2030 United Nations Sustainable Development Goals. (February)

◆  Announced company-wide minimum wage for hourly US team members of $15 per hour to be fully implemented by Spring 2022. (February)

continued over page  

SIGNET JEWELERS

◆   Presented check from consumer-raised funds of $4.1 million to benefit St. Jude Children’s Research Hospital. Total of $81M raised in 22   years. (March)

◆  Joined United Nations Global Compact as a Participant Signatory. (March)

◆  Launched Signet’s Corporate Purpose—Inspiring Love. (March)

◆  Signet named to the Responsible Jewellery Council’s Sustainable Development Goal Task force. (April)

◆  A representative of Signet re-elected as Chair of the Responsible Jewellery Council, a global mechanism for integrity in the global supply  chain. (May)

◆  Published first Corporate Citizenship and Sustainability Report, including the launch of Signet’s Corporate Sustainability Goals with  targets and metrics based on Signet’s Three Loves: Love for All People; Love for Our Team; Love for Our Planet and Products. (May)

Corporate Citizenship & Sustainability Committee

◆   Oversight responsibility regarding our corporate citizenship initiatives is embedded in the Corporate Citizenship & Sustainability Committee.   The Committee reports to the full Board on the Company’s ongoing ESG—related activities. The Committee provides oversight and strategic   direction for our sustainability program.

Human Capital Management & Compensation Committee

◆   The Human Capital Management & Compensation Committee provides oversight on overall management of human capital, which includes   culture, diversity, equity and inclusion; executive compensation programs; benefits and well-being strategy; talent management (attraction,   development, and retention); performance management; and, in collaboration with the Nomination & Corporate Governance Committee,   succession planning.

2021 PROXY STATEMENT

SIGNET JEWELERS

CULTURE AND EMPLOYEE

EXPERIENCE

DIVERSITY, EQUITY AND

INCLUSION

Our team members are key to our success. We seek to provide them with the tools they need and empower them to be the best version of themselves to support our Mission to Celebrate Life and Express Love^™.

◆  Signet earned the designation of Great Place to Work^® based on team member responses to the Great Place to Work^® Trust Index^© Survey. In the survey, 86 percent of our employees said, “When I look at what we accomplish, I feel a sense of pride.”

◆  We announced a commitment to implementing a $15 minimum wage for all hourly U.S. Signet team members by Spring 2022.

◆  We expanded parental leave benefits for all eligible team members.

◆  We added coverage for transition surgery for LGBTQ team members.

◆  We replaced Annual Performance Reviews with more-agile Quarterly Check-Ins to facilitate more frequent feedback and coaching that strengthens skills, performance and growth potential.

◆  We increased internal communications by engaging with team members more frequently to enhance their feeling of connectedness and empowerment to lead with confidence.

◆  To better gauge the pulse of our team members, we conducted three pulse surveys in Fiscal 2021. These team member engagement results improved approximately 10 points in agreement with the following statements:

–  “I Trust Senior Leaders.”

–  “I am Proud to Work at Signet.”

–  “I would recommend Signet to a friend or relative.”

We are committed to cultivating and advancing diversity in all forms, as well as building a strong inclusive culture. In response to social unrest in Summer 2020, Signet launched the Signet Speaks Out^™ Series, co-led by our CEO and Chief Diversity Officer, to provide a safe, open forum for team members to have honest and candid discussions about important topics such as racism.

◆  Launch of the Black Organizational Leadership Development (B.O.L.D.) Mentor Program.

◆  Celebrated LGBTQ Pride month including a virtual Pride Parade.

◆  Launched Black Employee Network (BEN) Business Resource Group.

◆  Joined Make Time to Vote initiative and provided all team members paid time off to encourage team members to go out and vote and 527 team members logged 1,059 hours of paid time off to exercise their civic duty.

◆  Launched ‘Your Voice is Gold’ campaign with Black Employee Network to share stories, information and resources around the importance of voting.

◆  Added Martin Luther King Jr. Day as a paid holiday in 2021.

◆  Launched “Unconscious Bias” training for all team members.

40%   of vice president positions and above are held by women, with women comprising 50% of our most senior leadership team.

10%   of vice president positions and above are held by people of color, with people of color comprising 21% of our senior vice president positions and above.

In our Retail Stores:

75%  of Signet Field Leadership are women.

33%  of Signet Field Leadership are people of color.

TRAINING AND

DEVELOPMENT

COVID-19 AND

LOVE TAKES CARE^™

Our people and culture are critical to Signet’s long-term success.

As such, our talent vision and strategy focus on:

◆  Enabling career opportunities for our retail field team members to improve retention metrics.

◆  Creating an environment of continual training and development.

◆  Team Member Development. Our talent management strategy enables us to help team members to reach their full potential.

In 2020, Signet was recognized by the Association for Talent Development (ATD), a national organization promoting team member learning, for its efforts in Employee Learning Week that featured an awareness campaign highlighting the important connection between learning and achieving organizational results.

In Fiscal 2021, we continued our efforts to connect our team members with resources that support their individual development and enable them to create an inclusive environment for all.

In Fiscal 2021, retailers continued to recover from the store furloughs and store closures. In response to the pandemic, Signet launched the Love Takes Care^™ initiative in consultation with experts from one of the world’s leading health care institutions. This program is a Company-wide effort to fight COVID-19 in our stores and distribution centers, complementing a suite of robust health and safety protocols established in Fiscal 2021 to heighten safety for store team members, visitors and communities.

In light of the challenges faced by our team members we announced the following actions:

◆  Activation of the Signet Team Member Relief Fund with new donations from Signet senior leadership and others to assist team members experiencing financial challenges due to the impacts of COVID-19. This Fund has since helped more than 350 team members.

◆  Distribution of Love Takes Care^™ Appreciation Awards—bonuses of $500 and $250, respectively, to full-time and part-time front-line team members serving customers in stores as they reopened during the COVID-19 pandemic.

◆  All full-time team members awarded four hours of paid time off for COVID-19 vaccinations.

2021 PROXY STATEMENT

Proposal 2 is to appoint KPMG LLP (“KPMG”) as independent registered public accounting firm (“independent auditor”) to the Company until the end of the next annual meeting of shareholders and authorize the Audit Committee of the Board to determine its compensation.

The Audit Committee is responsible for the recommendation, compensation, retention and oversight of the independent auditor and has recommended KPMG, the U.S. member firm of KPMG International, as the independent registered public accounting firm to audit the Company’s consolidated financial statements and effectiveness of internal control over financial reporting of the Company until the end of the Company’s annual meeting of shareholders in 2022. While shareholders are required to appoint the independent auditor pursuant to Bermuda law, the Audit Committee is responsible for recommending which independent auditor should be appointed.

In recommending KPMG, the Audit Committee has considered, among other things, whether the non-audit services provided by KPMG were compatible with maintaining KPMG’s independence from the Company and has determined that such services do not impair KPMG’s independence. The Audit Committee considered whether there should be a rotation of the independent auditor, and the members of the Audit Committee currently believe that the continued retention of KPMG to serve as the Company’s independent auditor is in the best interests of the Company and its shareholders.

Fiscal 2021

(millions)

Fiscal 2020

(millions)

Audit Fees

Audit-Related Fees

Tax Fees⁽¹⁾

All Other Fees

Total Fees

Tax fees consisted principally of professional services rendered for tax compliance and advisory services.

The Board of Directors Recommends a Vote “FOR” this Proposal.

SIGNET JEWELERS

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);

The appropriateness of fees charged; and

KPMG’s tenure as the Company’s independent registered public accounting firm and familiarity with its operations, businesses, accounting policies and practices, and internal control over financial reporting.

2021 PROXY STATEMENT

Name and address of beneficial owner

Amount and nature of

beneficial ownership

Select Equity Group, L.P.

380 Lafayette Street, 6th Floot55 East 52nd Street

New York, NY 10003, USA

BlackRock Inc.

55 East 52nd Street

New York, NY 10055, USA

Leonard Green

11111 Santa Monica Boulevard, Suite 2000

Los Angeles, CA 90025, USA

The Vanguard Group, Inc.

100 Vanguard Boulevard

Malvern, PA 19355, USA

Contrarius Investment Management Limited

2 Bond Street

St. Helier Y9 JE2 3NP

D. E. Shaw & Company, L.P.

1166 Avenue of the Americas, 9thFloor

New York, NY 10036

Based upon a Schedule 13G/A filed on January 8, 2021, Select Equity Group, L.P. (“Select LP”), SEG Partners II, L.P. (“SEG Partners II”), SEG Partners Offshore Master Fund, Ltd. (“SEG Offshore”), and George S. Loening (“Loening”) (collectively, “Select Equity”) jointly reported beneficial ownership of 8,545,690 Common Shares as follows: shared voting and shared dispositive power over 8,545,690 Common Shares by Select LP; shared voting and shared dispositive power over 4,362,459 Common Shares by SEG Partners II; shared voting and shared dispositive power over 2,639,081 Common Shares by SEG Offshore; and shared voting and shared dispositive power over 8,545,690 Common Shares by Loening.

Based upon a Schedule 13G/A filed on January 25, 2021, BlackRock Inc. reported beneficial ownership of 8,068,368 Common Shares as follows: sole voting power over 7,971,447 Common Shares and sole dispositive power over 8,068,368 Common Shares.

Based upon a Schedule 13D/A filed on June 16, 2020, 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, Jonathan D. Sokoloff and Jonathan A. Seiffer (collectively, “Leonard Green”) jointly reported shared voting and shared dispositive power of 7,766,009 Common Shares. The Schedule 13D reported 625,000 Preferred Shares, which as of the date of the Schedule 13D/A were convertible into 7,766,009 Common Shares of the Company. Since the filing of the 13D/A, the conversion rate has changed, and the 625,000 Preferred Shares are now convertible into 8,032,923 Common Shares.