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Common shares, treasury shares, and dividends | 12 Months Ended
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Feb. 03, 2024
Equity [Abstract] |
Common shares, treasury shares, and dividends | Common shares, treasury shares and dividends Common shares Signet’s common shares have a par value of 18 cents. There have been no issuances of common shares in Fiscal 2024, Fiscal 2023, or Fiscal 2022. Treasury shares Signet may from time to time repurchase common shares under various share repurchase programs authorized by Signet’s Board. Repurchases may be made in the open market, through block trades, through accelerated share repurchase agreements or otherwise. The timing, manner, price and amount of any repurchases will be determined by the Company at its discretion, and will be subject to economic and market conditions, stock prices, applicable legal requirements and other factors. The repurchase programs are funded through Signet’s existing cash reserves and liquidity sources. Repurchased shares are held as treasury shares and used by Signet primarily for issuance of share-based awards (refer to Note 25), or for general corporate purposes. Treasury shares represent the cost of shares that the Company purchased in the market under the applicable authorized repurchase program, shares forfeited under the Omnibus Incentive Plan and those previously held by the Employee Stock Ownership Trust (“ESOT”) to satisfy options under the Company’s share option plans. On August 23, 2021, the Board authorized a reinstatement of repurchases under the 2017 Share Repurchase Program (the “2017 Program”). During Fiscal 2022, Fiscal 2023 and Fiscal 2024, the Board authorized increases in the remaining amount of shares authorized for repurchase under the 2017 Program by $559 million, $500 million, and $263 million, respectively, bringing the total authorization to approximately $1.9 billion as of February 3, 2024. Since the inception of the 2017 Program, the Company has repurchased approximately $1.2 billion of shares, with an additional $661.0 million of shares remaining authorized for repurchase as of February 3, 2024. Subsequent to year-end, the Board approved a further increase to the multi-year authorization under the 2017 Program bringing the total remaining authorization to approximately $850 million (net of approximately $7.0 million of share repurchases made in the first quarter of Fiscal 2025 through March 19, 2024). On January 21, 2022, the Company entered into an accelerated share repurchase agreement (“ASR”) with a large financial institution to repurchase the Company’s common shares for an aggregate amount of $250 million. On January 24, 2022, the Company made a prepayment of $250 million and took delivery of 2.5 million shares based on a price of $80 per share, which was 80% of the total prepayment amount. On March 14, 2022, the Company received an additional 0.8 million shares, representing the remaining 20% of the total prepayment and final settlement of the ASR. The number of shares received at final settlement was based on the average of the daily volume-weighted average prices of the Company’s common stock during the term of the ASR. The ASR was accounted for as a purchase of common shares and a forward purchase contract. The Company reflected shares delivered as treasury shares as of the date the shares were physically delivered in computing the weighted average common shares outstanding for both basic and diluted earnings per share. The forward stock purchase contract was determined to be indexed to the Company’s own stock, met all of the applicable criteria for equity classification and was reflected as additional paid in capital as of January 29, 2022. The share repurchase activity during Fiscal 2024, Fiscal 2023 and Fiscal 2022 was as follows:
|  |  | Fiscal 2024 |  | Fiscal 2023 |  | Fiscal 2022
(in millions, expect per share amounts) |  |  | Shares repurchased |  | Amount repurchased (2) |  | Average repurchase price per share (2) |  | Shares repurchased |  | Amount repurchased (1)(2) |  | Average repurchase price per share (2) |  | Shares repurchased |  | Amount repurchased |  | Average repurchase price per share (2)
2017 Program |  |  | 1.9 |  |  | $ | 139.3 |  |  | $ | 73.06 |  |  | 6.1 |  |  | $ | 426.1 |  |  | $ | 70.06 |  |  | 3.2 |  |  | $ | 261.8 |  |  | $ | 81.16 |
(1) The amounts repurchased in Fiscal 2023 includes $50 million related to the forward purchase contract in the ASR which was pre-paid in Fiscal 2022. (2) Includes amounts paid for commissions. Shares were reissued in the amounts of 0.7 million, 5.0 million and 2.5 million, net of taxes and forfeitures, in Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively, to satisfy awards outstanding under existing share-based compensation plans. During Fiscal 2024, Fiscal 2023 and Fiscal 2022, there were no retirements of common shares previously held as treasury shares in the consolidated balance sheets. Dividends on common shares The Board elected to reinstate the dividend program on common shares beginning in the second quarter of Fiscal 2022, following a temporary suspension of the dividend program during the COVID-19 pandemic. Dividends declared on the common shares during Fiscal 2024, Fiscal 2023 and Fiscal 2022 were as follows:
| Fiscal 2024 |  | Fiscal 2023 |  | Fiscal 2022
(in millions, except per share amounts) | Cash dividend per share |  | Total dividends |  | Cash dividend per share |  | Total dividends |  | Cash dividend per share |  | Total dividends
First quarter | $ | 0.23 |  |  | $ | 10.4 |  |  | $ | 0.20 |  |  | $ | 9.3 |  |  | $ | — |  |  | $ | — |
Second quarter | 0.23 |  |  | 10.3 |  |  | 0.20 |  |  | 9.2 |  |  | 0.18 |  |  | 9.5 |
Third quarter | 0.23 |  |  | 10.2 |  |  | 0.20 |  |  | 9.2 |  |  | 0.18 |  |  | 9.5 |
Fourth quarter (1) | 0.23 |  |  | 10.2 |  |  | 0.20 |  |  | 9.0 |  |  | 0.18 |  |  | 9.0 |
Total | $ | 0.92 |  |  | $ | 41.1 |  |  | $ | 0.80 |  |  | $ | 36.7 |  |  | $ | 0.54 |  |  | $ | 28.0 |
(1) Signet’s dividend policy results in the dividend payment date being a quarter in arrears from the declaration date. As of February 3, 2024 and January 28, 2023, there was $10.2 million and $9.0 million recorded in accrued expenses and other current liabilities in the consolidated balance sheets reflecting the cash dividends declared for the fourth quarter of Fiscal 2024 and Fiscal 2023, respectively. Dividends on Preferred Shares Dividends declared on the Preferred Shares during Fiscal 2024, Fiscal 2023 and Fiscal 2022 were as follows:
| Fiscal 2024 |  | Fiscal 2023 |  | Fiscal 2022
(in millions) | Total dividends |  | Total dividends |  | Total dividends
First quarter | $ | 8.2 |  |  | $ | 8.2 |  |  | $ | 8.2 |
Second quarter | 8.2 |  |  | 8.2 |  |  | 8.2 |
Third quarter | 8.2 |  |  | 8.2 |  |  | 8.3 |
Fourth quarter (1) | 8.3 |  |  | 8.2 |  |  | 8.2 |
Total | $ | 32.9 |  |  | $ | 32.8 |  |  | $ | 32.9 |
(1) Signet’s dividend policy results in the Preferred Share dividend payment date being a quarter in arrears from the declaration date. As a result, as of February 3, 2024 and January 28, 2023, $8.3 million and $8.2 million, respectively, has been recorded in accrued expenses and other current liabilities in the consolidated balance sheets reflecting the dividends on Preferred Shares declared for the fourth quarter of Fiscal 2024 and Fiscal 2023. There were no cumulative undeclared dividends on the Preferred Shares that reduced net income attributable to common shareholders during Fiscal 2024, Fiscal 2023, and Fiscal 2022. In addition, deemed dividends of $1.7 million related to accretion of issuance costs associated with the Preferred Shares were recognized in Fiscal 2024, Fiscal 2023 and Fiscal 2022.

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