TILLYS INC

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

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

Check the appropriate box:

Tilly’s, Inc.

(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):

Dear Stockholder:

You are cordially invited to attend the 2024 annual meeting of stockholders of Tilly’s, Inc., to be held on Thursday, June 13, 2024 at 9:30 a.m., local time, at our headquarters located at 12 Whatney, Irvine, California 92618. The attached notice of meeting and proxy statement describe the matters to be acted upon at the annual meeting. We urge you to read this information carefully.

Whether or not you plan to attend the annual meeting personally, and regardless of the number of shares of Tilly’s stock you own, it is important that your shares be represented at the annual meeting. We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our proxy materials, which include the Notice of Annual Meeting, our 2024 Proxy Statement (the "Proxy Statement"), our Fiscal 2023 Annual Report (the "Annual Report") and a proxy card or voting instruction form. The Notice contains instructions on how to access our proxy materials on the internet, how to cast your vote and how to request a paper copy of our proxy materials. All stockholders who do not receive the Notice will receive a paper copy of the proxy materials by mail. If you receive a paper copy of our proxy materials, you can cast your vote by completing the enclosed proxy card and returning it in the postage-prepaid envelope provided.

On behalf of the Board of Directors, I thank you for your participation.

Hezy Shaked

Executive Chairman of the Board, Interim President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF TILLY’S, INC. STOCKHOLDERS

TO OUR STOCKHOLDERS:

The 2024 annual meeting of stockholders of Tilly’s, Inc. will be held on Thursday, June 13, 2024 at 9:30 a.m., local time, at our headquarters located at 12 Whatney, Irvine, California 92618. We will consider and act on the following items of business at the annual meeting:

1. The re-election of each of Hezy Shaked, Teresa Aragones, Erin Chin, Doug Collier, Seth Johnson, and Janet Kerr to our board of directors for a term of office expiring at the 2025 annual meeting of stockholders and until their successors are duly elected and qualified;

2. The ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending February 1, 2025;

3. A non-binding advisory proposal to approve the compensation of our named executive officers as described in the Proxy Statement accompanying this notice (the “Proxy Statement”);

4. A non-binding advisory vote to approve the frequency of future non-binding advisory votes by stockholders on the compensation of our named executive officers; and

5. Such other business as may properly come before the annual meeting.

The Proxy Statement describes each of these items of business in more detail. Our board of directors recommends a vote “FOR” each of the six nominees for director named in this Proxy Statement, a vote “FOR” the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending February 1, 2025, and a vote “FOR” the non-binding, advisory approval of the compensation of our named executive officers as described in the Proxy Statement, and a vote for “ONE YEAR” on the frequency of future advisory votes by stockholders on the compensation of our named executive officers.

If you were a holder of record of Tilly’s Class A common stock or Class B common stock at the close of business on April 22, 2024, you are entitled to notice of and to vote at the annual meeting and any adjournments or postponements of the annual meeting.

By Order of the Board of Directors

Michael L. Henry

Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Irvine, California