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

Hello, and welcome to the 2023 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 2023 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 you attending our 2023 annual meeting. All stockholders were given access to our proxy statement and annual reports 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 the [Audio Gap] on a read from American Stock Transfer and Trust Company has been appointed as Inspector of Election in accordance with the company's bylaws. Also participating virtually our representatives of Grant Thornton LLP, who's appointment of the company auditor for 2023 is up for ratification at this meeting, along with representatives of Paul Weiss, Rifkind, Wharton & Garrison LLP, who serves as our outside legal counsel. Kathleen Stevens, Vice President, General Counsel and Secretary of the company will serve as the secretary of this meeting and will now cover the rules of conduct and agenda for 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 on the Lumi platform. 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 20, 2023. Notice went to each stockholder of record as of April 4, 2023. 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 10,508,802 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 the 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. If 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 III directors of the company; to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the current fiscal year ending on February 3, 2024, to approve the J.Jill amended and restated 2017 Omnibus Equity Incentive Plan. To approve, on an advisory basis, the compensation of the company's named executive officers. and to approve on an advisory basis, the frequency of future advisory votes on the compensation of the company's named executive officers. First proposal before the stockholders of the company is the nomination for 3 directors to be elected by the stockholders as Class III directors. The company has a staggered Board comprised of 3 classes of directors. Terms of Class III directors expire by their terms at this annual meeting and any Class III director elected today will hold office until the annual meeting held in 2026 or until a successor is less to be qualified. To 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 III directors of the company: Michael Rahamim, Andrew Rolfe and Claire Spofford. These nominees are named and described on Pages 8 and 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 nominations closed. The election of directors is now in order. If you have not yet voted, please do so now before the polls close. The polls are now closed. Second proposal being submitted to stockholders for action is the ratification of the appointment by the Board of Directors of Grant Thornton LLP as the independent registered public accounting firm of the company for the current fiscal year ending on February 3, 2024. 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 on February 3, 2024. I move for the ratification of the appointment of Grant Thornton LLP to audit the financial statements of the company for the 2023 fiscal year.

You have heard the motion, is there a second? Second, if you have not yet voted, please do so now before the polls close. The polls are now closed. The third proposal being submitted to stockholders for action is to approve the J.Jill amended and restated 2017 Omnibus Equity Incentive Plan. I would like to call upon Shelley Milano, the Chair of the Compensation Committee for the recommendation of the Compensation Committee and the Board of Directors in this regard.

Thank you. Upon recommendation of the Compensation Committee, the Board of Directors has unanimously voted to recommend that the stockholders vote to approve the J.Jill amended and restated 2017 Omnibus Equity Incentive Plan. The proposed amended and restated plan will extend the terminal plan, increase the aggregate number of shares of our common stock that may be delivered pursuant to all awards granted under the plan by 750,000 shares, maintain the planned strong government features, increased certain award limitations, nonemployee directors and remove certain planned provisions related to the performance-based compensation exception to Section 162(m) of the Internal Revenue Code that has been repealed. A discussion of the proposed amended and restated plan appears on Pages 34 through 42 of the proxy statement. I move to approve the amended and restated plan.

You have heard the motion, is there a second? Second, if you have not yet voted, please do so now before the polls close. Polls are now closed. The fourth proposal being submitted to stockholders for action is a nonbinding advisory vote required pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act to approve the compensation paid to our named executive officers as disclosed in our proxy statement are commonly known as say on pay. I would like to call upon Shelly Milano, the Chair of the Compensation Committee for the recommendation of the Compensation Committee and the Board of Directors in this regard.

Thank you. Upon recommendation of the Compensation Committee, the Board of Directors has unanimously voted to recommend that the stockholders vote to approve on an advisory basis, the compensation of our named executive officers. As discussed in the executive compensation section of the proxy statement, the company believes that its compensation policies and decisions are strongly aligned with our stockholders' interest and consistent with current market practices. The compensation of the company's named executive officers is designed to enable the company to attract and retain talented and experienced executives to lead the company successfully in a competitive environment. A further discussion of this proposal is on Page 43 of the proxy statement. I move to approve the compensation of the company's named executive officers.

You've heard the motion, is there a second? Second, if you have not yet voted, please do so now before the polls close. The polls are now closed. Fifth proposal being submitted to stockholders for action also required by the Dodd-Frank Act is a nonbinding advisory vote on the frequency of holding the say-on-pay vote, more commonly known as say-on-frequency. Stockholders may indicate whether they would prefer to hold the say-on-pay vote every 1, 2 or 3 years. I would like to call from Shelly Milano, the Chair of the Compensation Committee for the recommendation of the Compensation Committee and the Board of Directors in this regard.

Thank you. Upon recommendation of the Compensation Committee, the Board of Directors has unanimously voted to recommend that the stockholders vote in favor of holding the say-on-pay vote every 2 years. The Board of Directors believes that a say-on-pay vote every 2 years will allow our stockholders to provide us with their input on our compensation policies and practices on a timely manner basis. Additionally, a say-on-pay vote every 2 years is consistent with our policy of seeking input from and engaging in discussions with our stockholders on corporate governance matters and our executive compensation policies and practices. A discussion of this proposal appears on Page 44 of the proxy statement. I move to approve holding the say-on-pay vote every 2 years.

You have heard the motion. Is there a second? Second, if you have not yet voted, please do so now before the polls close. Polls are now closed. I ask that the inspector of elections 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 Elections 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 electing Michael Rahamim, Andrew Rolfe and Claire Spofford as Class III directors, ratifying the selection of Grant Thornton LLP as the company's independent auditors for the fiscal year ending on February 3, 2024, approving the J.Jill amended and restated 2017 Omnibus Equity Incentive Plan, approving on an advisory basis, but compensation of the company's named executive officers and approving on an advisory basis holding the say-on-pay vote every 2 years.

I hereby declare that the nominees for Director have been duly elected. The appointment of Grant Thornton LLP has been duly ratified. The amended and restated plan has been duly approved. The compensation paid to our named executive officers has been duly approved on an advisory basis and a say-on-pay vote every 2 years has been duly approved on an advisory basis. 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.