UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 11, 2025, the Board of Directors (the “Board”) of J.Jill, Inc. (the “Company”) approved, subject to stockholder approval, an amendment and restatement of the J.Jill, Inc. Amended and Restated 2017 Omnibus Equity Incentive Plan (the “A&R 2017 Plan”). As described below, the Company’s stockholders approved the A&R 2017 Plan at the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”).
A summary of the material terms of the A&R 2017 Plan is set forth under Proposal Three of the Company’s Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 9, 2025. That summary of the A&R 2017 Plan is qualified in its entirety by reference to the full text of the A&R 2017 Plan, which is attached hereto as Exhibit 10.1 and also incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 3, 2025, J.Jill, Inc. (the “Company”) held its 2025 virtual Annual Meeting. At the Annual Meeting, the Company’s stockholders: (i) elected three Class II director nominees, one Class I director nominee and one Class III director nominee; (ii) ratified the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the current fiscal year ending January 31, 2026; (iii) approved the A&R 2017 Plan; and (iv) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on April 9, 2025. A description of each proposal voted on at the Annual Meeting, and the voting results for each such proposal, are set forth below.
1. The proposal to elect (a) three directors to the Company’s Board to serve as Class II directors for a term of three years expiring at the Company’s annual meeting of stockholders to be held in 2028; (b) one director to the Company’s Board to serve as a Class I director for a term of two years expiring at the Company’s annual meeting of stockholders to be held in 2027; and (c) one director to the Company’s Board to serve as a Class III director for a term of one year expiring at the Company’s annual meeting of stockholders to be held in 2026, until each such director’s successor has been duly elected and qualified, was approved by the votes set forth below:
| Nominee |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Michael Eck - Class II Director |
11,787,743 | 457,269 | 1,070,737 | |||||||||
| Shelley Milano - Class II Director |
9,630,573 | 2,614,439 | 1,070,737 | |||||||||
| Michael Recht - Class II Director |
9,651,847 | 2,593,165 | 1,070,737 | |||||||||
| Courtnee Chun - Class I Director |
12,045,357 | 199,655 | 1,070,737 | |||||||||
| Mary Ellen Coyne - Class III Director |
12,051,329 | 193,683 | 1,070,737 | |||||||||
2. The appointment of Grant Thornton as the Company’s independent registered public accounting firm for the current fiscal year ending January 31, 2026 was ratified by the votes set forth below:
| For |
Against |
Abstentions | ||
| 13,312,498 | 1,758 | 1,493 |
3. The A&R 2017 Plan was approved by the votes set forth below:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 12,181,323 | 58,391 | 5,298 | 1,070,737 |
4. The compensation of the Company’s named executive officers, on an advisory basis, was approved by the votes set forth below:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 12,093,874 | 145,686 | 5,452 | 1,070,737 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | J.Jill, Inc. Amended and Restated 2017 Omnibus Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 6, 2025 | J.JILL, INC. | |||||
| By: | /s/ Kathleen B. Stevens | |||||
| Name: | Kathleen B. Stevens | |||||
| Title: | Senior Vice President, General Counsel, Secretary and ESG | |||||