TILLY'S, INC.
For the period ended Jun 10, 2026. Filed Apr 20, 2026.
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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.
Jun 10, 2026 · Filed Apr 20, 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
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 Pursuant to § 240.14a-12 |
Tilly’s, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Dear Stockholder:
You are cordially invited to attend the 2026 annual meeting of stockholders of Tilly’s, Inc., to be held on Wednesday, June 10, 2026 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 2026 Proxy Statement (the "Proxy Statement"), our Fiscal 2025 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
Co-Founder, Executive Chairman of the Board, Chief Strategy Officer
NOTICE OF ANNUAL MEETING OF TILLY’S, INC. STOCKHOLDERS
TO OUR STOCKHOLDERS:
The 2026 annual meeting of stockholders of Tilly’s, Inc. will be held on Wednesday, June 10, 2026 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:
The re-election of each of Hezy Shaked, Teresa Aragones, Doug Collier, Seth Johnson, Janet Kerr, Michael Relich and Nathan Smith to our board of directors for a term of office expiring at the 2027 annual meeting of stockholders and until their successors are duly elected and qualified;
Approval of the Fourth Amended and Restated Tilly's 2012 Equity and Incentive Award Plan (the "Amended Equity Plan");
The ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending January 30, 2027;
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”); and
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 seven nominees for director named in this Proxy Statement, a vote "FOR" the Amended Equity Plan, a vote “FOR” the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending January 30, 2027, and a vote “FOR” the non-binding, advisory approval of the compensation of our named executive officers as described in the Proxy Statement.
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 17, 2026, 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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.