8-K

Date: September 5, 2024

J.JILL, INC.

/s/ Kathleen B. Stevens

Kathleen B. Stevens

Senior Vice President, General Counsel, Secretary and ESG

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 3, 2024

J.JILL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38026

45-1459825

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4 Batterymarch Park

Quincy, MA 02169

(Address of principal executive offices) (Zip Code)

(617) 376-4300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading
Symbol(s)

Name of each exchange

on which registered:

Common Stock, $0.01 par value

JILL

New York Stock Exchange

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).

Emerging growth company ☐

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 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.

J. Jill Inc. filed SEC Form 8-K: Regulation FD Disclosure