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Stitch Fix Inc

For the period ended Aug 3, 2024. Filed Oct 31, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 3, 2024 · Filed Oct 31, 2024

Use the contents to explore the available documents and sections.

SFIX$2.740.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantx Filed by a Party other than the Registrant¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under § 240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

x No fee required.

¨ Fee paid previously with preliminary materials.

1 Montgomery Street, Suite 1500

San Francisco, California 94104

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on December 12, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Stitch Fix, Inc., a Delaware corporation (the “Company”). The meeting will be held on Thursday, December 12, 2024, at 1:00 Pacific Time. The meeting will be a completely virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the meeting, submit your questions, and vote online during the meeting by visiting: www.virtualshareholdermeeting.com/SFIX2024.

We are holding the 2024 Annual Meeting of Stockholders for the following purposes:

  1. To elect three nominees for director named in the accompanying Proxy Statement to hold office until the 2027 Annual Meeting of Stockholders.

  2. To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.

  3. To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying Proxy Statement.

  4. To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending August 2, 2025.

  5. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the 2024 Annual Meeting of Stockholders is October 18, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting of Stockholders beginning ten days prior to the meeting at our headquarters at 1 Montgomery Street, Suite 1500, San Francisco, California 94104. If you would like to view the list, please contact us to schedule an appointment by calling (415) 882-7765 and leaving a message for the legal department.

By Order of the Board of Directors

Casey O’Connor

Chief Legal Officer and Corporate Secretary

San Francisco, California

October 30, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Thursday, December 12, 2024, at 1:00 p.m. Pacific Time via live audio webcast at www.virtualshareholdermeeting.com/SFIX2024: The Notice of Annual Meeting, Proxy Statement, and Annual Report are available at www.proxyvote.com.

You are cordially invited to attend the meeting, which will be held virtually online. Whether or not you expect to attend the Annual Meeting of Stockholders, please vote online or, if you have requested to receive paper materials, by mail or by telephone as promptly as possible in order to ensure your representation at the Annual Meeting of Stockholders. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you have requested to receive paper materials, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote your shares if you attend the Annual Meeting of Stockholders. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS

Voting and Meeting Information1
Proposal 1: Election of Directors6
Information Regarding the Board of Directors and Corporate Governance9
Independence of the Board9
Board Leadership Structure9
Role of the Board in Risk Oversight10
Meetings of the Board10
Information Regarding Committees of the Board10
Audit Committee11
Report of the Audit Committee of the Board11
Compensation Committee11
Compensation Committee Interlocks and Insider Participation12
Nominating and Corporate Governance Committee12
Stockholder Communications with the Board13
Code of Ethics13
Corporate Responsibility13
Proposal 2: Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation16
Proposal 3: Advisory Vote on Executive Compensation16
Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm18
Principal Accountant Fees and Services18
Pre-Approval Policies and Procedures18
Executive Officers19
Security Ownership of Certain Beneficial Owners and Management20
Delinquent Section 16(a) Reports21
Executive Compensation22
Compensation Discussion and Analysis22
Compensation Committee Report32
Compensation-Related Risk32
Compensation Tables33
CEO Pay Ratio39
Pay versus Performance40
Equity Compensation Plan Information43
Director Compensation44
Transactions with Related Persons and Indemnification46
Other Matters47
Appendix A50
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.