sfix-20200408

Delaware

27-5026540

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1 Montgomery Street

Suite 1500

San Francisco

California

94104

(Address of Principal Executive Offices)

(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Class A common stock, par value $0.00002 per share

SFIX

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 8, 2020, Stitch Fix, Inc. (the “Company”) announced that Katrina Lake, founder and Chief Executive Officer of the Company, has voluntarily agreed to forgo her base salary beginning April 13, 2020, through the end of fiscal year 2020. Ms. Lake will continue to receive the minimum compensation required to continue her participation in the Company’s health and welfare benefits program.

On April 8, 2020, the Company issued a press release announcing that it is withdrawing its business outlook for the third quarter and fiscal year 2020 previously provided in its shareholder letter on March 9, 2020, due to the increasing uncertainty resulting from the COVID-19 pandemic. Katrina Lake, founder and Chief Executive Officer, Mike Smith, President, Chief Operating Officer and interim Chief Financial Officer, and Elizabeth Spaulding, President, will also host a conference call and webcast at 2:00 p.m. Pacific time/5:00 p.m. Eastern time today to discuss this update.

A copy of the press release is furnished as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings.


Exhibit No.						Description

99.1						Press Release dated April 8, 2020
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.