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

Hello, and welcome to the 2025 Annual Meeting of Stockholders of J.Jill Incorporated. Please note that this meeting is being recorded. [Operator Instructions] It is my pleasure to now turn the meeting over to Mary Ellen Coyne. Mary Ellen, the floor is yours.

Thank you, operator. Good morning, everyone. I'm Mary Ellen Coyne, Chief Executive Officer and President 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 am pleased to welcome all of you to the 2025 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 2025 Annual Meeting. 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. DeVonna 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 the company's auditor for the 2025 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 this meeting, and will now cover the rules of the conduct and agenda for 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 22, 2025. The notice went to each stockholder of record as of April 7, 2025. 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 15,283,043 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. The first proposal before the stockholders of the company is the nomination of 3 Class II directors, 1 Class I director and 1 Class III Director of the company. 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 2028 or until a successor is elected and qualified. The Class I director and the Class III director elected today will hold office until the annual meetings held in 2027 and 2026, respectively. And in each case, 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, Kathleen. I hereby nominate Michael Eck, Shelley Milano and Michael Recht for election as Class II directors of the company. Courtnee Chun for election as Class I, Mary Ellen Coyne for election as Class III Director of the company. These nominees are named and described beginning on Page 7 of the company's proxy statement.

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

I 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 is the ratification and 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 January 31, 2026. 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, 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 January 31, 2026. I move for the ratification of the appointment of Grant Thornton LLP to audit the financial statements of the company for the fiscal year ending January 31, 2026.

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

I second.

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

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. On recommendation of the Compensation Committee, Board of Directors has unanimously voted to recommend that the stockholders vote to approve the J.Jill Inc. amended and restated 2017 Omnibus Equity Incentive Plan. The proposed amended and restated plan will extend the term of the 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 at a 1-year minimum vesting requirement for the awards under the plan, update plan rules regarding the issuance of shares, maintain the planned strong governance features and increase certain award limitations for nonemployee directors. Discussion of the proposed amended and restated plan appears on Pages 49 through 59 of the proxy statement. I move to approve the amended and restated plan.

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

I second.

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

The 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, more commonly known as Say on Pay. 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 shareholders vote to approve on an advisory basis, 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 shareholders' 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. Further discussion of this proposal is on Page 60 of the proxy statement. I move to approve the compensation of the company's named executive officers.

You have heard the motion. Is there a second?

I 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 election tally the votes of stockholders present at the meeting together with the votes of stockholders by proxy and then report the numbers of votes received for and against the business matters presented at this meeting. The inspector of election has certified that the tally is complete. I now ask the inspector of elections to report the results of the balloting.

Yes, ma'am. The holders of a majority of the shares of common stock represented at this meeting have voted in favor of electing Michael Eck, Shelley Milano and Michael Recht for election as Class II Directors of the company; Courtnee Chun for election as Class I Director of the company; and Mary Ellen Coyne for election of Class III Director of the company, ratifying the selection of Grant Thornton LLP as the company's independent auditors for the fiscal year ending on January 31, 2026, approving the J.Jill amended and restated 2017 Omnibus Equity Incentive Plan and approving on an advisory basis, the compensation of the company's named executive officers.

I hereby declare that the nominees for directors have been duly elected. The appointment of Grant Thornton LLP has been duly ratified. The amended and restated plan has been duly approved, and the compensation paid to our named executive officers 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.