J.Jill, Inc.
For the period ended Jun 3, 2025. Filed Apr 9, 2025.
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Jun 3, 2025 · Filed Apr 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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J.Jill, Inc.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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4 Batterymarch Park
Quincy Massachusetts, 02169
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 3, 2025
To the Stockholders of J.Jill, Inc.:
Notice is hereby given that the 2025 Annual Meeting of Stockholders of J.Jill, Inc. (the “Company,” “J.Jill” or “we”) is to be held on Tuesday, June 3, 2025 at 8:00 AM Eastern, online athttps://web.lumiagm.com/298043967(the “Annual Meeting”). The Annual Meeting is called for the following purposes:
To elect (a) three directors to our Board of Directors (the “Board of Directors”) to serve as Class II directors for a term of three years expiring at the Annual Meeting of Stockholders to be held in 2028; (b) one director to our Board of Directors to serve as a Class I director for a term of two years expiring at the Annual Meeting of Stockholders to be held in 2027; and (c) one director to our Board of Directors to serve as a Class III director for a term of one year expiring at the Annual Meeting of Stockholders to be held in 2026, until each such director’s successor has been duly elected and qualified;
To ratify the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the current fiscal year ending January 31, 2026;
To approve the J.Jill, Inc. Amended and Restated 2017 Omnibus Equity Incentive Plan (the “A&R 2017 Plan”);
To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement; and
To consider and take action upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.
These matters are more fully described in the Proxy Statement accompanying this Notice.
If you were a stockholder of record of J.Jill, Inc. common stock as of the close of business on April 7, 2025, you are entitled to receive this Notice and vote at the Annual Meeting and any adjournments or postponements thereof, provided that our Board of Directors may fix a new record date for an adjourned meeting. Our stock transfer books will not be closed. A list of the stockholders entitled to vote at the Annual Meeting may be examined at our principal executive offices in Quincy, Massachusetts during ordinary business hours or on a reasonably accessible electronic network as provided by applicable law in the 10-day period preceding the meeting for any purposes related to the meeting.
We are pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rules that allow us to furnish these proxy materials (including an electronic Proxy Card for the meeting) and our 2024 Annual Report to Stockholders (including our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 (“Fiscal Year 2024”)) to our stockholders via the Internet. On or about April 22, 2025, we will mail to our
i stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2024 Annual Report to Stockholders and how to vote. We believe that posting these proxy materials on the Internet enables us to provide our stockholders with the information they need to vote more quickly, while lowering the cost and reducing the environmental impact of printing and delivering annual meeting materials.
You are cordially invited to attend the Annual Meeting, which will be conducted in a virtual-only format via a live audio webcast. We believe that this virtual format facilitates stockholder attendance, provides all stockholders a consistent experience, and allows for participation regardless of location. In order to be admitted to the virtual meeting website, you will need to use the 11-digit control number that accompanies your proxy materials and type the password “jjill2025” to log in to the meeting. The Annual Meeting will begin promptly at 8:00 AM Eastern on Tuesday, June 3, 2025. We encourage you to access the meeting 15 minutes prior to the start time (at 7:45 AM Eastern) allowing ample time to log in to the meeting webcast and test your computer audio system. If you encounter any difficulty accessing the Annual Meeting, please visit https://www.lumiglobal.com/hubfs/meeting-faq.pdf for assistance.
Whether or not you expect to attend virtually, our Board of Directors respectfully requests that you vote your shares of common stock in the manner described in the Proxy Statement. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the Annual Meeting.
By Order of the Board of Directors of J.Jill, Inc.,
Michael Rahamim
Chair, Board of Directors
Quincy, Massachusetts
Dated: April 9, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON TUESDAY, JUNE 3, 2025 VIA AUDIO WEBCAST ONLY: J.Jill, Inc.’s Proxy Statement and Annual Report on Form 10-K for Fiscal Year 2024 are also available atwww.astproxyportal.com/ast/JJill.
ii
Proxy Statement
for the
Annual Meeting of Stockholders
To Be Held June 3, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.