J.Jill, Inc. ($JILL)
Earnings Call Transcript · June 3, 2026
Earnings Call Speaker Segments
Operator
OperatorHello, and welcome to the 2026 Annual Meeting of Stockholders of J.Jill, Inc. Please note that this meeting is being recorded. [Operator Instructions] It is now my pleasure to turn the meeting over to Mary Ellen Coyne. Mary Ellen, the floor is yours.
Mary Coyne
ExecutivesGood 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 Chair 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 2026 Annual Meeting of Stockholders. It is approximately 8:30 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 2026 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.
Michael Rahamim
ExecutivesBefore 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 2026 fiscal year is up for ratification at this meeting, along with representatives of Hunton Andrews Kurth LLP, who served 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 conduct and agenda for the meeting.
Kathleen Stevens
ExecutivesThank 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 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 23, 2026. The notice went to each stockholder of record as of April 6, 2026. 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 14,906,245 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.
Mary Coyne
ExecutivesThank 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 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 2 Class III 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 on January 30, 2027.
Kathleen Stevens
ExecutivesThe first proposal before the stockholders of the company is the nomination of 2 Class III directors of the company. The company has a staggered Board comprised of 3 classes of directors. The terms of the 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 2029 or until a successor is elected and qualified. To nominate the candidates listed in the proxy statement, I recognize the Chair of our Board of Directors, Michael Rahamim.
Michael Rahamim
ExecutivesThank you. I hereby nominate Michael Rahamim and Mary Ellen Coyne for election as Class III Directors of the company. These nominees are named and described beginning on Page 7 of the company's proxy statement.
Kathleen Stevens
ExecutivesYou have heard the motion. Is there a second?
Mary Coyne
ExecutivesSecond.
Kathleen Stevens
ExecutivesSince 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]
Kathleen Stevens
ExecutivesThe polls are now closed. The 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 January 30, 2027. 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.
Michael Eck
ExecutivesThank you. The Audit Committee has the responsibility of recommending auditors to be appointed by the Board of Directors. Upon 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 January 30, 2027. 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 30, 2027.
Kathleen Stevens
ExecutivesYou have heard the motion. Is there a second? .
Mary Coyne
ExecutivesSecond.
Kathleen Stevens
ExecutivesIf you have not yet voted, please do so now before the polls close. [Voting]
Kathleen Stevens
ExecutivesThe polls are now closed.
Mary Coyne
ExecutivesThe Inspector of Election has certified that the tally is complete. I now ask the Inspector of Election to report the results of the balloting.
Unknown Attendee
AttendeesThe holders of a majority of the shares of common stock represented at this meeting have voted in favor of electing Michael Rahamim and Mary Ellen Coyne for election as Class III directors of the company and ratifying the selection of Grant Thornton LLP as the company's independent auditors for the fiscal year ending on January 30, 2027.
Mary Coyne
ExecutivesI hereby declare that the nominees for directors have been duly elected, and the appointment of Grant Thorton 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.
Operator
OperatorThis concludes today's conference call. Thank you for participating, and you may now disconnect. Everyone, have a great day.
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