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): June 3, 2021

J.JILL, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On June 3, 2021, J.Jill, Inc. (the “Company”) held its 2021 virtual Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected a Class I director nominee, (ii) ratified the appointment of Grant Thorton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the current fiscal year ending January 29, 2022, and (iii) approved a further amendment to the J.Jill, Inc. 2017 Omnibus Equity Incentive Plan (the “2017 Plan”) to increase the number of shares authorized for issuance under the 2017 Plan. A description of each proposal voted on at the Annual Meeting, and the voting results for each such proposal, are set forth below.

1.       The proposal to elect a director to the Company’s Board of Directors, to serve as a Class I director for a term of three years expiring at the Company’s Annual Meeting of Stockholders to be held in 2024 and until such director’s successor has been duly elected and qualified, was approved by the votes set forth below:

2.       The appointment of Grant Thornton as the Company’s independent registered public accounting firm for the current fiscal year ending January 29, 2022 was ratified by the votes set forth below:

3.       The proposal to approve a further amendment to the 2017 Plan to increase the number of shares authorized for issuance under the 2017 Plan was approved by the votes set forth below:

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: June 3, 2021