Tilly’s (TLYS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2025, at the company headquarters in Irvine, CA.

• Stockholders will vote on director elections, an amended equity plan, auditor ratification, and executive compensation.

• Proxy materials are primarily distributed electronically, with paper copies available upon request.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Six directors are nominated for re-election for terms expiring at the 2026 annual meeting.

• Proposal to approve the Third Amended and Restated 2012 Equity and Incentive Award Plan, increasing reserved shares by 2,000,000.

• Ratification of BDO USA, P.C. as independent auditor for fiscal year ending January 31, 2026.

• Advisory vote on executive compensation (say-on-pay) for fiscal 2024.

• Board recommends a vote “FOR” all proposals.

Board of directors and corporate governance

• Board consists of seven members, majority independent, with regular annual independence reviews.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board met 12 times in fiscal 2024; all directors attended at least 75% of meetings.

• Controlled company status under NYSE rules, but currently not using governance exemptions.

• No formal lead director; board leadership structure reviewed periodically.