8-K - JILL - Equibles

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):July 12, 2021

J.JILL, INC.

(Exact name of registrant as specified inits charter)

Delaware<br><br> <br>(State or other jurisdiction of incorporation)	001-38026<br><br> <br>(Commission File Number)	45-1459825<br><br> <br>(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<br>Officers.

On July 12, 2021, the Board of Directors (the “Board”) of J.Jill, Inc. (the “Company”) increased the number of directors comprising the Board from seven to eight and appointed Jyothi Rao to serve as an additional independent member of the Board. Ms. Rao will serve as a Class I director.

For her service as a non-employee director, Ms. Rao will participate in the director compensation program arrangements in effect during her service. She will receive annual cash retainers of $50,000 for service as a director. In connection with Ms. Rao’s appointment to the Board, Ms. Rao will be awarded restricted stock units under the Company’s 2017 Omnibus Equity Incentive Plan with a value of $100,000. The restricted stock units awarded to Ms. Rao shall vest on the earlier of the first anniversary of the date of grant or the date of the consummation of a change in control of the Company.

In connection with Ms. Rao’s election to the Board, the Company has entered into an indemnification agreement with Ms. Rao in substantially the same form as the indemnification agreement entered into with other directors of the Company that was previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-215993). The indemnification agreement provides, in general, that the Company will indemnify Ms. Rao to the fullest extent permitted by law in connection with his service to the Company or on the Company’s behalf.

Item 7.01	Regulation FD Disclosure.

On July 12, 2021, the Company issued a press release announcing the appointment of Ms. Rao to the Board, a copy of which is furnished herewith as Exhibit 99.1.

The information set forth in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act 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
99.1	Press Release dated July 12, 2021.

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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.

Dated: July 12, 2021

J.JILL, INC.
By:	/s/ Vijay Moses
Name:	Vijay Moses
Title:	Vice President, General Counsel and Secretary

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EXHIBIT 99.1

J.Jill, Inc. Appoints Jyothi Rao to Boardof Directors

Quincy, MA – July 12, 2021 – J.Jill, Inc. (NYSE:JILL) has announced the appointment of Jyothi Rao to its Board of Directors, effective July 12, 2021.

“We are delighted that Jyothi will be joining the J.Jill Board,” said Michael Rahamim, J.Jill’s Chairman. “Her background as a leader in luxury fashion perfectly complements the expertise of our current directors as we continue to realize the potential of the J.Jill brand and business.”

Claire Spofford, J.Jill’s CEO and President, also welcomed Ms. Rao: “Jyothi brings extensive knowledge of the retail landscape, and I look forward to adding such a talented female leader to our board.”

“I am thrilled to be joining J. Jill's Board of Directors” said Ms. Rao. “The brand occupies an important

place in the market, serving remarkable women. I look forward to supporting the current team in unlocking the brand's full potential.”

Ms. Rao is currently the CEO and President of INTERMIX, an omni-channel boutique retailer, curating a mix of established and emerging designer brands. Prior to joining INTERMIX, Ms. Rao held various leadership positions in the retail industry, including with Gilt Groupe, Calvin Klein and Gap Inc.

About J.Jill, Inc.

J.Jill is a premier omnichannel retailer and nationally recognized women’s apparel brand committed to delighting customers with great wear-now product. The brand represents an easy, thoughtful and inspired style that reflects the confidence of remarkable women who live life with joy, passion and purpose. J.Jill offers a guiding customer experience through 265 stores nationwide and a robust e-commerce 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.