J.Jill, Inc. (JILL) Earnings Call Transcript & Summary

Hello, and welcome to the 2022 Annual Meeting of Stockholders of J.Jill Inc. Please note that this meeting is being recorded. [Operator Instructions]. It is my pleasure to now turn the meeting over to Claire Spofford. Claire, the floor is yours.

Good morning, everyone. I'm Claire Spofford, President and Chief Executive Officer of J.Jill, Inc. and a member of the company's Board of Directors. I'll be presiding at this meeting, along with Michael Rahamim, the Chairman of our Board of Directors. On behalf of the Board of Directors of J.Jill, I'm pleased to welcome all of you to the 2022 Annual Meeting of Stockholders. It is approximately 8 a.m. Eastern and in accordance with the bylaws of the company, I will now call the meeting to order. We appreciate your attending our 2022 annual meeting, and we trust that you understand why it is necessary to hold our meeting virtually again this year. All stockholders were given access to our proxy statement and annual report, which contain information about the company and its business. Additional copies are available online.

Before proceeding to the business of the meeting, I would like to note that all members of J.Jill's Board are attending virtually. [ Wand Reid ] from American Stock Transfer and Trust Company has been appointed as inspector of election in accordance with the company's bylaws. Also participating virtually are representatives of Grant Thornton LLP, whose appointment as the company auditors for the fiscal year 2022 is up for ratification at this meeting, along with representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP [Audio Gap] serves as our outside legal counsel. Mark Webb, Executive Vice President and Chief Operating and Financial Officer of the company, will serve as secretary of this meeting and will now cover the rules of conduct and agenda of the meeting.

Thank you, Michael, and thank you to any stockholders who are attending. Rules of conduct and agenda for the meeting should be visible to you. The meeting will be conducted in strict accordance with the rules and agenda. This meeting is held pursuant to a printed notice mailed on or about April 15, 2022. The notice went to each stockholder of record as of April 5, 2022. A list of stockholders entitled to vote at this meeting has been available for the past 10 days. All documents concerning the call and notice of this meeting will be filed with the records of the company. There are 10,083,969 shares of common stock issued outstanding and entitled to vote at this meeting. We were informed by the inspector of election that the holders of a sufficient number of shares of common stock are represented at this meeting to constitute a quorum.

Thank you. As holders of a majority of the shares entitled to vote at this meeting are represented, I hereby declare that a quorum is present at this meeting in accordance with the company's bylaws and declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. If you intend to vote during this meeting, you may do so through the online platform. You have already sent in your proxy card or voted online or by phone and do not want to change your vote, you do not need to do anything now. The next order of business is a description of the matters to be voted upon at today's meeting. At this meeting, the stockholders will be asked to elect 3 Class II directors of the company and to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the current fiscal year ending January 28, 2023.

We first will entertain the nomination for 3 directors to be elected by the stockholders of the company as Class II directors. The company has a staggered Board comprised of 3 classes of directors. The terms of Class II directors expire by their terms at this annual meeting and any Class II director elected today will hold office until the annual meeting held in 2025 or until a successor is elected and qualified. Nominate the candidates listed in the proxy statement, I recognize the Chairman of our Board of Directors, Michael Rahamim.

Thank you. I hereby nominate the following directors for election as Class II directors of the company: Michael Eck, Shelley Milano and Michael Recht. These nominees are named and described on Pages 7 through 9 of the company's proxy statement.

You've heard the motion. Is there a second?

Second.

No other nominations have been made in accordance with the bylaws. I hereby declare the nomination closed. The election of directors is now in order. If you have not yet voted, please do so now before the polls close. [Voting]

Polls are now closed. The next matter being submitted to stockholders for action is the ratification of the appointment by the Board of Directors of Grant Thornton LLP as independent registered public accounting firm of the company for the current fiscal year ending on January 28, 2023. I would like to call upon Michael Eck, the Chair of the Audit Committee for the recommendation of the Audit Committee and the Board of Directors in this regard.

Thank you. The Audit Committee has the responsibility of recommending auditors to be appointed by the Board of Directors. On recommendation of the Audit Committee, the Board of Directors unanimously voted to recommend Grant Thornton LLP as the company's independent registered public accounting firm for the current fiscal year ending January 28, 2023. I move for the ratification of the appointment of Grant Thornton LLP to audit the financial statements of the company for fiscal year 2022.

I've heard the motion. Is there a second?

Second.

If you have not yet voted, please do so now before the polls close. [Voting]

Polls are now closed. I ask that the inspector of election tally the votes of stockholders present at the meeting, together with the votes of stockholders by proxy and then report the number of votes received for and against the business matters presented this morning.

The inspector of election has certified that the tally is complete. I now ask the inspector of election to report the results of the balloting.

The holders of a majority of the shares of common stock represented at this meeting have voted in favor of the election of Michael Eck, Shelley Milano and Michael Recht as Class II Directors. The holders of a majority of the shares of common stock have also voted to ratify the selection of Grant Thornton LLP as the company's independent auditors for the fiscal year ending January 28, 2023.

I hereby declare that the nominees for director have been duly elected and that the appointment of Grant Thornton LLP to audit the financial statements of the company and its subsidiaries for the fiscal year 2022 has been duly ratified. I direct the secretary to file the certified tally with the minutes of this meeting. There being no other business, the Annual Meeting of Stockholders has concluded.