Stitch Fix, Inc.
For the period ended Aug 2, 2025. Filed Oct 31, 2025.
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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 2, 2025 · Filed Oct 31, 2025
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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 11, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Stitch Fix, Inc., a Delaware corporation (the “Company”). The meeting will be held on Thursday, December 11, 2025, at 9:30 a.m. 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/SFIX2025.
We are holding the 2025 Annual Meeting of Stockholders for the following purposes:
To elect two nominees for director named in the accompanying Proxy Statement to hold office until the 2028 Annual Meeting of Stockholders.
To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying Proxy Statement.
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 1, 2026.
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 2025 Annual Meeting of Stockholders is October 17, 2025. 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 for a period of ten days ending on the day before the meeting date 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 31, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Thursday, December 11, 2025, at 9:30 a.m. Pacific Time via live audio webcast at www.virtualshareholdermeeting.com/SFIX2025: 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 Information | 1 |
|---|---|
| Proposal 1: Election of Directors | 6 |
| Information Regarding the Board of Directors and Corporate Governance | 9 |
| Independence of the Board | 9 |
| Board Leadership Structure | 9 |
| Role of the Board in Risk Oversight | 9 |
| Meetings of the Board | 9 |
| Information Regarding Committees of the Board | 10 |
| Audit Committee | 10 |
| Report of the Audit Committee of the Board | 11 |
| Compensation Committee | 11 |
| Compensation Committee Interlocks and Insider Participation | 12 |
| Nominating and Corporate Governance Committee | 12 |
| Stockholder Communications with the Board | 13 |
| Code of Conduct | 13 |
| Proposal 2: Advisory Vote on Executive Compensation | 14 |
| Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm | 15 |
| Principal Accountant Fees and Services | 15 |
| Pre-Approval Policies and Procedures | 15 |
| Executive Officers | 16 |
| Security Ownership of Certain Beneficial Owners and Management | 17 |
| Delinquent Section 16(a) Reports | 18 |
| Executive Compensation | 19 |
| Compensation Discussion and Analysis | 19 |
| Report of the Compensation Committee of the Board | 29 |
| Compensation-Related Risk | 30 |
| Compensation Tables | 31 |
| CEO Pay Ratio | 38 |
| Pay versus Performance | 39 |
| Equity Compensation Plan Information | 43 |
| Director Compensation | 44 |
| Transactions with Related Persons and Indemnification | 46 |
| Other Matters | 47 |
| Appendix A | 48 |
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