false 0001687932 0001687932 2024-09-03 2024-09-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 3, 2024

 

 

J.JILL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38026   45-1459825

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

4 Batterymarch Park

Quincy, MA 02169

(Address of principal executive offices) (Zip Code)

(617) 376-4300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

  

Trading
Symbol(s)

  

Name of each exchange

on which registered:

Common Stock, $0.01 par value   JILL   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 3, 2024, the board of directors (the “Board”) of J.Jill, Inc. (the “Company”) increased the size of the Board from seven to eight directors and appointed Courtnee Chun to serve as a Class I director of the Company, effective immediately. Ms. Chun’s initial term will expire at the Company’s 2025 Annual Meeting of Shareholders. The Board also appointed Ms. Chun to serve as an independent member of the Board’s Compensation Committee and an independent member of the Board’s Audit Committee.

Ms. Chun will receive the Company’s standard compensation for non-employee directors, which is described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2024, under the heading “Director Compensation.”

In connection with her appointment as a director, the Company entered into its standard form of director indemnification agreement with Ms. Chun, which form is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on April 4, 2024.

There are no family relationships between Ms. Chun and any executive officers or other directors of the Company. There is no arrangement or understanding between Ms. Chun and any other persons pursuant to which she was selected as director. There are no transactions to which the Company is a party and in which Ms. Chun has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

 

Item 7.01

Regulation FD Disclosure

On September 3, 2024, the Company issued a press release announcing the appointment of Ms. Chun as a member of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.    Description of Exhibit
99.1    Press Release, dated September 3, 2024
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 5, 2024   J.JILL, INC.
    By:  

/s/ Kathleen B. Stevens

    Name:   Kathleen B. Stevens
    Title:   Senior Vice President, General Counsel, Secretary and ESG

Exhibit 99.1

J.Jill Appoints Courtnee Chun to Board of Directors

QUINCY, Mass – September 3, 2024 —J.Jill, Inc. (NYSE:JILL), a premier omnichannel retailer and nationally recognized women’s apparel brand, has announced the appointment of Courtnee Chun to its Board of Directors, effective September 3, 2024. Chun will serve on the Compensation and Audit Committees.

“Courtnee is a tremendous addition to our board, bringing over two decades of experience across various sectors, including eCommerce, media, and direct-to-consumer marketing,” said Claire Spofford, CEO and President of J.Jill. “Courtnee has advised public companies throughout her career. Her extensive expertise in investor relations and strategic planning, combined with a proven commitment to empowering women, will be invaluable as we continue to position J.Jill for growth.”

Chun is a distinguished executive with over 20+ years of experience across industries including media, sports, entertainment, technology, and telecommunications. She spent 16 years at Liberty Media in positions of increasing responsibility including SVP Investor Relations, Chief Portfolio Officer, and Senior Advisor. During her tenure, she directed investor relations for five separate corporations across Liberty Media and its family of companies with a combined enterprise value in the tens of billions. Her strategic inputs were crucial in leading significant projects, including public equity offerings for Formula 1, Starz, and The Atlanta Braves, as well as co-founding the Women’s eCommerce Network (WeCN), designed to unite female leaders and provide mentorship avenues for upcoming female entrepreneurs.

In addition to her time at Liberty Media, Chun has held key leadership roles in portfolio management, strategic development, investor relations, and mergers and acquisitions. Since 2013, she has been an engaged board director, currently serving on the board of Central Garden and Pet Inc., as well as several charitable organizations. Chun’s prior board service includes LendingTree, Inc., Expedia Group, Inc., and HSN, Inc.

“Joining J.Jill’s Board of Directors is not only an honor, but an exciting opportunity to work alongside the Board and management team to drive growth and innovation for this heritage brand. Empowering and uplifting women in the industry has always been a passion of mine, so I have a deep admiration for the brand’s vision to celebrate the totality of all women,” said Chun. “I look forward to collaborating closely with the team to drive future strategic initiatives.”

About J.Jill, Inc.

J.Jill is a national lifestyle brand that provides apparel, footwear and accessories designed to help its customers move through a full life with ease. The brand represents an easy, thoughtful, and inspired style that celebrates the totality of all women and designs its products with its core brand ethos in mind: keep it simple and make it matter. J.Jill offers a high touch customer experience through over 200 stores nationwide and a robust ecommerce platform. J.Jill is headquartered outside Boston. For more information, please visit www.jjill.com or http://investors.jjill.com. The information included on our websites is not incorporated by reference herein.

Contacts:

Investor Relations:

Caitlin Churchill

ICR, Inc.

investors@jjill.com

203-682-8200

Business and Financial Media:

Ariel Kouvaras

Sloane & Company

akouvaras@sloanepr.com

973-897-6241

Brand Media:

Amelia Clermont

J.Jill, Inc.

media@jjill.com

508-713-2967

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Sep. 03, 2024
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Entity Registrant Name J.JILL, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-38026
Entity Tax Identification Number 45-1459825
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