J.Jill (JILL) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2026, to be held virtually, with voting on director elections and auditor ratification.

• Stockholders of record as of April 6, 2026, are eligible to vote; 14,906,245 shares outstanding.

• Proxy materials and annual report are available online, with options for electronic or mail voting.

• Board recommends voting FOR both director nominees and auditor ratification.

Voting matters and shareholder proposals

• Two proposals: election of two Class III directors for three-year terms and ratification of Grant Thornton as independent auditor for fiscal year ending January 30, 2027.

• Board recommends FOR both proposals; plurality required for director election, majority for auditor ratification.

• Stockholders may submit proposals for the 2027 meeting between February 3 and March 5, 2027.

Board of directors and corporate governance

• Board will reduce from eight to seven members after the meeting due to a director retirement.

• Board committees (Audit, Compensation, Nominating/Governance/ESG) are fully independent and compliant with NYSE and SEC rules.

• Board leadership structure separates CEO and Chairman roles.

• Stockholders Agreement gives TowerBrook affiliate TI IV rights to designate directors based on ownership percentage.