J Jill : Proxy Statement – April 10, 2025

Published: 2025-04-10 15:04:04 ET JILL

4 Batterymarch Park

Quincy Massachusetts, 02169

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 3, 2025

To the Stockholders of J.Jill, Inc.:

Notice is hereby given that the 2025 Annual Meeting of Stockholders of J.Jill, Inc. (the "Company," "J.Jill" or "we") is to be held on Tuesday, June 3, 2025 at 8:00 AM Eastern, online at https://web.lumiagm.com/

298043967 (the "Annual Meeting"). The Annual Meeting is called for the following purposes:

These matters are more fully described in the Proxy Statement accompanying this Notice.

If you were a stockholder of record of J.Jill, Inc. common stock as of the close of business on April 7, 2025, you are entitled to receive this Notice and vote at the Annual Meeting and any adjournments or postponements thereof, provided that our Board of Directors may fix a new record date for an adjourned meeting. Our stock transfer books will not be closed. A list of the stockholders entitled to vote at the Annual Meeting may be examined at our principal executive offices in Quincy, Massachusetts during ordinary business hours or on a reasonably accessible electronic network as provided by applicable law in the 10-day period preceding the meeting for any purposes related to the meeting.

We are pleased to take advantage of the Securities and Exchange Commission (the "SEC") rules that allow us to furnish these proxy materials (including an electronic Proxy Card for the meeting) and our 2024 Annual Report to Stockholders (including our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 ("Fiscal Year 2024")) to our stockholders via the Internet. On or about April 22, 2025, we will mail to our

stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2024 Annual Report to Stockholders and how to vote. We believe that posting these proxy materials on the Internet enables us to provide our stockholders with the information they need to vote more quickly, while lowering the cost and reducing the environmental impact of printing and delivering annual meeting materials.

You are cordially invited to attend the Annual Meeting, which will be conducted in a virtual-only format via a live audio webcast. We believe that this virtual format facilitates stockholder attendance, provides all stockholders a consistent experience, and allows for participation regardless of location. In order to be admitted to the virtual meeting website, you will need to use the 11-digit control number that accompanies your proxy materials and type the password "jjill2025" to log in to the meeting. The Annual Meeting will begin promptly at 8:00 AM Eastern on Tuesday, June 3, 2025. We encourage you to access the meeting 15 minutes prior to the start time (at 7:45 AM Eastern) allowing ample time to log in to the meeting webcast and test your computer audio system. If you encounter any difficulty accessing the Annual Meeting, please visit https://www.lumiglobal.com/hubfs/meeting-faq.pdf for assistance.

Whether or not you expect to attend virtually, our Board of Directors respectfully requests that you vote your shares of common stock in the manner described in the Proxy Statement. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the Annual Meeting.

By Order of the Board of Directors of J.Jill, Inc.,

Michael Rahamim

Chair, Board of Directors

Quincy, Massachusetts

Dated: April 9, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON TUESDAY, JUNE 3, 2025 VIA AUDIO WEBCAST ONLY: J.Jill, Inc.'s Proxy Statement and Annual Report on Form 10-K for Fiscal Year 2024 are also available at www.astproxyportal.com/ast/JJill.

J.JILL, INC.

Proxy Statement

for the

Annual Meeting of Stockholders

To Be Held June 3, 2025

TABLE OF CONTENTS

INFORMATION CONCERNING SOLICITATION AND VOTING

QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING

PROPOSAL ONE ELECTION OF DIRECTORS

DIRECTORS AND EXECUTIVE OFFICERS

CORPORATE GOVERNANCE MATTERS

DIRECTOR COMPENSATION

EXECUTIVE COMPENSATION

PROPOSAL TWO RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

AUDIT COMMITTEE REPORT

PROPOSAL THREE APPROVAL OF THE J.JILL, INC. AMENDED & RESTATED 2017 OMNIBUS

EQUITY INCENTIVE PLAN

PROPOSAL FOUR ADVISORY VOTE ON EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DELINQUENT SECTION 16(A) REPORTS

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

STOCKHOLDER PROPOSALS

HOUSEHOLDING MATTERS

ANNUAL REPORT ON FORM 10-K

OTHER MATTERS

iii

J.JILL, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 3, 2025

INFORMATION CONCERNING SOLICITATION AND VOTING

This Proxy Statement is furnished to our stockholders in connection with the solicitation of proxies on behalf of our Board of Directors for use at the Annual Meeting or for use at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held on Tuesday, June 3, 2025 at 8:00 AM Eastern online at https://web.lumiagm.com/298043967. Only stockholders of record at the close of business on April 7, 2025 are entitled to notice of and to vote at our Annual Meeting.

The Annual Meeting will be conducted in a virtual-only format via live audio webcast. Stockholders who attend the Annual Meeting will have an opportunity to vote and to submit written questions electronically at the Annual Meeting. Stockholders can attend the Annual Meeting by visiting https://web.lumiagm.com/298043967. In order to be admitted to the virtual meeting website, you will need to use the unique 11-digit control number previously provided with your proxy materials and type the password "jjill2025" to log in to the meeting. The Annual Meeting will begin promptly at 8:00 AM Eastern. We encourage you to access the meeting 15 minutes prior to the start time, allowing ample time to log in to the meeting webcast and test your computer audio system. If you encounter any difficulty accessing the Annual Meeting, please visit https://www.lumiglobal.com/hubfs/meeting-faq.pdf for assistance.

In accordance with the rules of the SEC, we are furnishing proxy materials, including the Notice, this Proxy Statement, our 2024 Annual Report to Stockholders, including financial statements, and a Proxy Card for the Annual Meeting, by providing access to them on the Internet to save printing costs and reduce our impact on the environment. These materials were first available on the Internet on April 9, 2025. On or about April 22, 2025, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners as of April 7, 2025, the record date for the Annual Meeting. This Proxy Statement and the Notice of Internet Availability of Proxy Materials contain instructions for accessing and reviewing our proxy materials on the Internet and for voting by proxy over the Internet. You will need to obtain your own Internet access if you choose to access the proxy materials and/or vote over the Internet. If you prefer to receive printed copies of our proxy materials, the Notice of Internet Availability of Proxy Materials contains instructions on how to request the materials by mail. You will not receive printed copies of the proxy materials unless you request them. If you elect to receive the materials by mail, you may also vote by proxy on the Proxy Card or Voter Instruction Card that you will receive in response to your request.

Each of our stockholders is entitled to one vote for each share held as of the record date with respect to all matters that may be considered at the Annual Meeting. Stockholder votes will be tabulated by persons appointed by our Board of Directors to act as inspectors of election for the Annual Meeting.

We bear the expense of soliciting proxies. Our directors, officers, or employees may also solicit proxies personally or by telephone, email, facsimile, or other means of communication. We do not intend to pay additional compensation for doing so. In addition, we might reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries representing beneficial owners of our common stock, for their expenses in forwarding soliciting materials to those beneficial owners.

QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING

Proxies in proper form received by us at or before the time of the Annual Meeting will be voted as specified. Stockholders may specify their choices by marking the appropriate boxes on their Proxy Card. If a Proxy Card is dated, signed and returned without specifying choices, the proxies will be voted in accordance with the recommendations of our Board of Directors set forth in this Proxy Statement, and, in their discretion, upon such other business as may properly come before the Annual Meeting. Business transacted at the Annual Meeting will be confined to the purposes stated in the Notice of Annual Meeting. Shares of our common stock, par value $0.01 per share, cannot be voted at the Annual Meeting unless the holder attends the Annual Meeting or is represented by proxy.

You may attend the Annual meeting and vote your shares by visiting https://web.lumiagm.com/298043967. In order to be admitted to the virtual meeting website, you will need to use the unique 11-digit control number previously provided with proxy materials and type the password "jjill2025" to log in to the meeting. If you encounter any difficulty accessing the Annual Meeting, please visit https://www.lumiglobal.com/hubfs/meeting-faq.pdf for assistance.

If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. In that case, the Notice of Internet Availability of Proxy Materials has been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instructions included in the Notice of Internet Availability of Proxy Materials.

If you are attending the Annual Meeting or represented by proxy, but withhold your vote or abstain from voting on any or all proposals, your shares are still counted as present and entitled to vote for purposes of certifying a quorum. Each of the proposals listed in this Proxy Statement identifies the votes needed to approve the proposed action.

We will also consider any other business that properly comes before the Annual Meeting. As of the record date, we are not aware of any other matters to be submitted for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the proxy named in your Proxy Card or Voter Instruction Card will vote the shares it represents using its best judgment.

With respect to Proposal 2, Proposal 3 or Proposal 4, you may vote FOR, AGAINST or ABSTAIN, and the vote required is the affirmative vote of a majority of the voting power of shares of stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. If you ABSTAIN from voting on Proposal 2, Proposal 3 or Proposal 4, the abstention will have the same effect as an AGAINST vote.

Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet or mail so that your vote will be counted if you later decide not to attend the Annual Meeting.

The Internet voting procedures are designed to authenticate stockholders' identities by use of a control number to allow stockholders to vote their shares and to confirm that stockholders' instructions have been properly recorded. Voting via the Internet must be completed by 11:59 PM Eastern on June 2, 2025. Of course, as described in the immediately preceding question and answer, you can always virtually attend the Annual Meeting and vote your shares electronically. If you submit or return a Proxy Card without giving specific voting instructions, your shares will be voted as recommended by our Board of Directors, as permitted by law.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker, or other holder of record. You may also vote electronically at the Annual Meeting if you obtain a legal proxy from them.

We reserve the right to exclude questions regarding topics that are not pertinent to Annual Meeting matters or Company business. If we receive substantially similar questions, we may group questions together and provide a single response to avoid repetition. We may decide in our sole discretion whether to address a question during the Annual Meeting or to address a question at a later date, either directly with the party asking the question or on our Investor Relations webpage. If you encounter any difficulty submitting your questions or accessing the Annual Meeting, please visit https://www.lumiglobal.com/hubfs/meeting-faq.pdffor assistance.

PROPOSAL ONE

ELECTION OF DIRECTORS

Our Board of Directors currently consists of eight directors, with no vacancies. The terms of the Class II directors, Michael Eck, Shelley Milano and Michael Recht, expire at the Annual Meeting. Additionally, Courtnee Chun and Mary Ellen Coyne are also director nominees at the Annual Meeting. Ms. Chun was appointed to the Board of Directors on September 3, 2024 as a Class I Director for an initial term expiring at the Annual Meeting. In February 2025, Ms. Coyne was appointed to serve as the Company's Chief Executive Officer and President, effective May 1, 2025, to succeed the Company's current Chief Executive Officer and President, Claire Spofford, following Ms. Spofford's previously disclosed decision to retire, effective April 30, 2025. On May 1, 2025, Ms. Coyne will also assume Ms. Spofford's seat on our Board of Directors as a Class III Director for an initial term expiring at the Annual Meeting.

Our Board of Directors has nominated (i) Michael Eck, Shelley Milano and Michael Recht to serve as Class II directors for a term expiring at the 2028 Annual Meeting of Stockholders (the "Class II Nominees");

In the event that any of the Nominees become unavailable or decline to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the Board of Directors to fill the vacancy.

If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, your broker may notvote your shares on the election of the directors. Therefore, it is important that you vote.

In connection with our initial public offering in March 2017 (our "IPO"), we entered into the Stockholders Agreement with TI IV, an affiliate of TowerBrook, which provides that TI IV has the right to appoint (i) a majority of our Board of Directors so long as it beneficially owns more than 50% of our common stock, (ii) a pro rata share of the members of our Board of Directors, rounded up to nearest whole number, for so long as it beneficially owns less than 50% but more than 10% of our common stock and (ii) at least one director as long as it beneficially owns less than 10% but more than 5% of our stock. TowerBrook's ownership percentage of our common stock was 48% as of April 7, 2025.

Our Board of Directors recommends that you vote FOR the Nominees for our Board of Directors in this Proposal 1.

Disclaimer

J.Jill Inc. published this content on April 10, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 10, 2025 at 19:03 UTC.