Signet Jewelers Limited (SIG) Earnings Call Transcript & Summary

Good day, and welcome to the Signet Jewelers Limited Annual Meeting of Shareholders. I would now like to turn the conference over to Todd Stitzer. Please go ahead, sir.

Good morning, ladies and gentlemen. I am Todd Stitzer, Chairman of the Board of Signet Jewelers Limited. Thanks very much for your time and attention this morning. On behalf of the entire Board, including our Chief Executive Officer and Board member, Virginia Gina C. Drosos, welcome to our Annual General Meeting of Shareholders of Signet Jewelers Limited. We're pleased to have all of the members of our Board with us, our CFO; Joan M. Hilson; our Chief Legal and Strategy Officer; Lynn Dennison; our Chief People Officer, Mary Liz Finn; and several other members of our management team in attendance at our virtual meeting today. Let me start my comments by saying that Signet's long time mission is to enable the celebration of life and the expression of love. This is a worthy, endearing and motivating mission. It's a mission that requires and promotes inclusion, acceptance and diversity. It's why our first and foremost, Signet core value is people first and why we have a zero-tolerance policy for discrimination of any kind. In a time like this, it is incumbent upon us to express and promote these values beyond our walls. Signet and all of our brands denounce the horrific events that occurred in Minneapolis and unequivocally condemn all acts of racism, discrimination and injustice. As a company, we support the voices peacefully protesting in the name of justice and equality and have made a significant donation to the NAACP Legal Defense and Educational Fund, one of America's premier legal organizations fighting for racial injustice (sic) [ racial justice ] through public education, advocacy and litigation. Our donation was in honor of our multitude of team members who freely express their diversity within a safe place of acceptance and inclusion. Signet stands for love. And we stand together united with our communities in support of freedom, justice, peace and love for all. In our annual shareholder letter to you, included in the annual report, Gina and I noted that due to the pandemic, we find ourselves in a rapidly evolving environment, one in which we have been making decisions in real time, prioritizing the health and safety of our team members and customers and taking bold actions to ensure sufficient liquidity to support the long-term growth and sustainability of our great business. I would like to commend and thank Gina and the entire leadership team for their inspiring dedication and commitment during this uncertain time. In many respects, that team are Signet's first responders. Their top priorities are keeping people safe during COVID-19 and rapidly accelerating our transformation, so we emerge as a stronger company and team. Using the crisis as an opportunity, we are executing year 3 of our Path to Brilliance transformation by pivoting further and faster towards e-commerce and omnichannel experiences and strengthening our competitive advantages to be relevant for our customers now and in the future recovery. This crisis has made it clear that all our hard work to execute Signet's Path to Brilliance in its first 2 years of the transformation strategy is both well-timed and strategically critical. I hope you will have also seen the achievements highlighted in our fourth corporate social responsibility or CSR report published on May 1. If you haven't read it yet, I encourage you to look at the work we're doing across our 4 key areas of people, responsible sourcing, environmental stewardship and charitable giving. We are one of a small number of public companies within a board CSR committee that reviews progress on each of these areas. Before we get to the business part of the meeting, I want to recognize and thank Jonathan Sokoloff, who will be stepping off our Board after today's meeting. Jon is the senior partner at Leonard Green Partners, a significant shareholder of ours and a real supporter of our strategic transformation. Jon's commitment to the company as a Director since 2016 and significant expertise in finance and retail business leadership has been a great asset to the Board and our company, and they will be missed. Jon, very many thanks for your many contributions. We wish you the best. I'd also like to add that following today's meeting, Leonard Green will continue to be represented on our Board by Jonathan Seiffer. Now let me move to the procedures for the meeting. During the meeting, we will be following the agenda and rules of conduct, which can both be found on the virtual meeting web portal. Please note that this meeting is being recorded. However, no one attending the meeting via webcast or telephone is permitted to use any audio recording device to record the proceedings. The bylaws of the company allow a shareholder to appoint one or more proxies who are entitled to attend and vote at today's meeting on the shareholders' behalf. After all proposals and resolutions are introduced, validated shareholders will have an opportunity to ask questions relating to the business of the meeting, which may be typed into the designated field on the virtual meeting web portal. In answering your questions, I may refer to my colleagues or our auditors. After the formal portion of the meeting has adjourned, we will provide time for general questions. [Operator Instructions] If you submit a question that is not addressed during today's meeting, you may contact Vinnie Sinisi, the company's Senior Vice President of Investor Relations for further information. Mr. Sinisi's contact information can be found on the company's website under Investors. Due to the virtual aspect of this meeting, instead of a show of hands, voting on the various resolutions will be conducted by way of a poll. While you may vote any time during the meeting up until the polls are designated closed, a call to vote on the resolutions will be deferred until the end of the meeting. Broadridge Financial Solutions, the appointed inspector of elections will conduct the poll. Please note that you need not vote again during this meeting if you have already sent in your proxy or voted via telephone or Internet, unless you wish to change your prior votes. In my capacity as Chairman, I am the holder of proxies, which have been submitted for use at this meeting along with Lynn Dennison. At the appropriate time, I will record the votes of the shareholders who have completed the proxy forms in accordance with the directions contained in them. The results will be filed with the U.S. Securities and Exchange Commission and posted on the company's website. Only shareholders who were recorded in the register of members of the company at the close of business on April 27, 2020, are entitled to vote. On the record date, there were 42,342,518 (sic ) [ 52,342,518 ] common shares outstanding excluding treasury shares and 625,000 Series A convertible preference shares outstanding. Please be reminded that statements made during today's meeting may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements, based upon management's beliefs and expectations as well as on assumptions made by and data currently available to the management, may include statements regarding, among other things, our results of operations, financial condition, liquidity, prospects, growth, sustainability, strategies and the industry in which Signet operates. These forward-looking statements are not guarantees of future financial performance, and are subject to a number of risks and uncertainties. For a discussion of these risks and uncertainties, which could cause actual results to differ materially, please refer to the Risk Factors section of Signet's Fiscal 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 26, 2020. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law. Now let's turn to the business of the meeting. The annual general meeting of shareholders of Signet Jewelers Limited is now called to order. I appoint Lynn Dennison as keeper of the minutes of today's meeting. The Board of Directors has appointed Broadridge Financial solutions, represented by Peter Descovich as inspector of election. Peter has taken the oath of inspector of election, which will be filed with the company's records. We have received an affidavit of mailing from Broadridge, certifying that the notice of Internet Availability of proxy materials was sent to all shareholders registered as of the recording date. Peter has reported that 83.51% of the total common shares eligible to be voted are represented at this meeting, either in person or by proxy. This constitutes a quorum of shareholders under our bylaws. Due notice of this meeting has been given and all other legal requirements for holding this meeting have been satisfied, so that this meeting is properly organized for the transaction of business. We will now proceed with the consideration of and voting on the proposals described in the notice convening this meeting and detailed in our 2020 proxy statement. Holders of common shares are entitled to 1 vote per share for each of the proposals represented. Holders of Series A convertible preference shares are entitled to a number of votes equal to the largest number of common shares into which all of the Series A convertible preference shares held by such holders on the record date could then be converted. Approval of each proposal requires the affirmative vote of a majority of the votes cast on each such proposal. The Board of Directors has recommended that you vote for each director nominee named in the proxy statement; and for proposals 2 through 4 as set forth in our proxy statement. Proposal 1 is the election of 10 directors to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified. All of the director nominees' biographies are described in the proxy statement. The nominees are: H. Todd Stitzer; Virginia C. Drosos; R. Mark Graf; Zackery Hicks; Sharon L. McCollam; Helen McCluskey; Nancy A. Reardon; Jonathan Seiffer; Brian Tilzer and Eugenia Ulasewicz. The Board and nomination -- the Board Nomination and Corporate Governance Committee believe that all director nominees are highly qualified and should be elected. Proposal 2 is the 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 general meeting of shareholders of the company and to authorize the Audit Committee to determine its compensation. James DeSantis from KPMG LLP is attending this meeting and is available to respond to appropriate questions. Proposal 3, is the approval on a nonbinding advisory basis on the compensation of the company's named executive officers as disclosed in the proxy statement. Proposal 4 is the approval of an amendment to the Signet 2018 Omnibus Incentive Plan including to increase the number of shares available for issuance thereunder as set forth in the proxy statement. If any shareholder would like to make a comment or ask a question regarding any of the proposals, please submit your comment or question through the web portal at this time.

Thanks, Todd. There are no questions to be addressed at this time on the proposals.

Thanks, Matt. I now formally move the resolutions to elect each of the 10 directors of the company as set forth in Proposal 1 and to approve each of proposals 2, 3 and 4, as presented in the proxy statement and notice convening this meeting. I call for a poll to be taken on proposals 1 to 4 at this time, and will hand the proceedings over to Mr. Descovich of Broadridge, who will explain and conduct the poll for each proposal and resolution.

At the beginning of this meeting, the preliminary polling results representing votes received by Broadridge in person or by proxy were provided to the Chairman. At this time, if there is anyone who are yet to vote or who would like to change their vote, you may do so by clicking on the voting button on the web portal and following the instructions there. If you have already sent in a proxy or voted via telephone or internet and do not want to change your vote, you do not need to take any further action at this time. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the 2020 Signet Jewelers Limited Annual General Meeting closed at 11:18 Eastern Daylight Time. Based on the votes cast for today's meeting, I can confirm that all of today's proposals have been passed. My final report will be provided to the company for recording with the minutes of today's meeting. I now hand back the meeting to Mr. Stitzer as Chairman of the meeting.

Many thanks, Peter. I now turn your attention to the presentation of the company's audited financial statements for the fiscal year ended February 1, 2020, which are available for your review at this meeting on the virtual meeting web portal. I now invite any general questions shareholders may have in relation to the annual report and financial statements.

Todd, there are no questions to be addressed at this time.

Thanks, Matt. Ladies and gentlemen, since no other questions have been brought properly before the meeting, today's business is concluded. And our annual general meeting of shareholders is now complete. Very many thanks for your support of our great company and for attending today's meeting.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.