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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 3, 2024, the board of directors (the “Board”) of J.Jill, Inc. (the “Company”) increased the size of the Board from seven to eight directors and appointed Courtnee Chun to serve as a Class I director of the Company, effective immediately. Ms. Chun’s initial term will expire at the Company’s 2025 Annual Meeting of Shareholders. The Board also appointed Ms. Chun to serve as an independent member of the Board’s Compensation Committee and an independent member of the Board’s Audit Committee.
Ms. Chun will receive the Company’s standard compensation for non-employee directors, which is described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2024, under the heading “Director Compensation.”
In connection with her appointment as a director, the Company entered into its standard form of director indemnification agreement with Ms. Chun, which form is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on April 4, 2024.
There are no family relationships between Ms. Chun and any executive officers or other directors of the Company. There is no arrangement or understanding between Ms. Chun and any other persons pursuant to which she was selected as director. There are no transactions to which the Company is a party and in which Ms. Chun has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
On September 3, 2024, the Company issued a press release announcing the appointment of Ms. Chun as a member of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release, dated September 3, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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: September 5, 2024 | J.JILL, INC. | |||||
| By: | /s/ Kathleen B. Stevens | |||||
| Name: | Kathleen B. Stevens | |||||
| Title: | Senior Vice President, General Counsel, Secretary and ESG | |||||