UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 1, 2023, J.Jill, Inc. (the “Company”) held its 2023 virtual Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected three Class III director nominees; (ii) ratified the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the current fiscal year ending February 3, 2024; (iii) approved the J.Jill, Inc. Amended & Restated 2017 Omnibus Equity Incentive Plan (the “A&R Plan”); (iv) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (v) approved, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. A description of each proposal voted on at the Annual Meeting, and the voting results for each such proposal, are set forth below.
1. The proposal to elect three directors to the Company’s board of directors, to serve as Class III directors for a term of three years expiring at the Company’s Annual Meeting of Stockholders to be held in 2026 and until each such director’s successor has been duly elected and qualified, was approved by the votes set forth below:
| Nominee | Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Claire Spofford | 6,957,221 | 126,021 | 910,903 | |||
| Michael Rahamim | 6,065,913 | 1,017,329 | 910,903 | |||
| Andrew Rolfe | 6,052,756 | 1,030,486 | 910,903 |
2. The appointment of Grant Thornton as the Company’s independent registered public accounting firm for the current fiscal year ending February 3, 2024 was ratified by the votes set forth below:
| For | Against | Abstentions | ||
| 7,991,882 | 824 | 1,439 |
3. A&R Plan was approved by the votes set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||
| 5,996,763 | 709,711 | 376,768 | 910,903 |
4. The compensation of the Company’s named executive officers, on an advisory basis, was approved by the votes set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||
| 7,037,936 | 38,177 | 7,129 | 910,903 |
5. A frequency of every two years for future advisory votes on the compensation of the Company’s named executive officers, on an advisory basis, was approved by the votes set forth below:
| Every Year | Every Two Years | Every Three Years | Abstentions | Broker Non-Votes | ||||
| 1,187,385 | 5,373,129 | 147,350 | 375,378 | 910,903 |
In light of the voting results as disclosed in (5) above, the Company intends to continue to hold future advisory votes on executive compensation every two years until the next required vote on the frequency of shareholder votes on such matters.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 1, 2023 |
J.JILL, INC. | ||
| By: | /s/ Kathleen Stevens | ||
| Name: | Kathleen Stevens | ||
| Title: | General Counsel and Secretary | ||