Tilly’s (TLYS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, with voting on director elections, an amended equity plan, auditor ratification, and a say-on-pay proposal.

• Shareholders of record as of April 17, 2026, are eligible to vote, with Class A shares having one vote each and Class B shares ten votes each.

• Proxy materials are distributed primarily via internet notice, with paper copies available upon request.

Voting matters and shareholder proposals

• Seven directors are nominated for re-election for one-year terms expiring at the 2027 annual meeting.

• Proposal to approve the Fourth Amended and Restated 2012 Equity and Incentive Award Plan, increasing share reserve by 2.5 million shares and extending the plan to 2036.

• Ratification of BDO USA, P.C. as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (say-on-pay) for fiscal 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members, majority independent, with three standing committees: Audit, Compensation, and Nominating and Corporate Governance.

• Board met eleven times in fiscal 2025; all directors attended at least 75% of meetings.

• Controlled company status under NYSE rules, but currently complies with all independence requirements.

• No lead director; Executive Chairman is co-founder Hezy Shaked.

• Board diversity considered in nominations, including skills, experience, gender, age, and ethnicity.