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

Hello, and welcome to the 2024 Annual Meeting of Stockholders of J.Jill Inc. Please note that this meeting is being recorded. 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, 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 am pleased to welcome all of you to the 2024 Annual Meeting of Stockholders. It is approximately 8:00 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 2024 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 virtually. [ Divana Reed ] from Equiniti Trust Company, LLC, 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 a company auditor of the 2024 fiscal year is up for ratification at this meeting, along with representatives of Hunton Andrews Kurth LLP, who serve as our outside legal counsel. Kathleen Stevens, Senior Vice President, General Counsel, Secretary and ESG of the company, will serve as the secretary of the meeting, and will now cover the rules and conduct and agenda of the meeting.

Thank you, Michael, and thank you to the stockholders who are attending. The 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 25, 2024. The notice went to each stockholder of record as of April 9, 2024. 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 the meeting will be filed with the records of the company. There are 10,747,847 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. Because 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 made 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 one Class I Director 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 on February 1, 2025. The first proposal before the stockholders of the company is the nomination of one director to be elected by the stockholders as the Class I Director. The company has a staggered Board comprised of 3 classes of directors. The terms of Class I directors expire by their terms at this annual meeting and any Class I director elected today will hold office until the annual meeting held in 2027 or until a successor is elected and 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 Jyothi Rao for election as Class I directors of the company. This nominee is named and described on Page 8 of the company's proxy statement.

You have heard the motion. Is there a second? Second. Since 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. [Voting]

The polls are now closed. The second proposal being submitted to stockholders for action, 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 February 1, 2025. 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 1, 2025. 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've heard the motion. Is there a second? If you have not yet voted, please do so now before the polls close. [Voting]

The 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 in this meeting. 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 Jyothi Rao as Class I Director and ratifying the selection of Grant Thornton LLP as the company's independent auditors for the fiscal year ending on February 1, 2025.

I hereby declare that the nominee for Director has been duly elected, and the appointment of Grant Thornton LLP 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.