Current Report Filing (8-k)
July 27 2020 - 08:02AM
Edgar (US Regulatory)
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): July 22, 2020
J.JILL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-38026
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45-1459825
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4 Batterymarch Park
Quincy, MA 02169
(Address
of principal executive offices) (Zip Code)
(617) 376-4300
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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Common Stock, $0.01 par value
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JILL
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New York Stock Exchange
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of J.Jill, Inc. (the Company), upon
the recommendation of the Companys Compensation Committee, and with the advice of its independent compensation consultant and legal advisor, revisited the compensation structure of the Companys Executive Vice President and Chief
Financial Officer, Mark Webb. As a result, the Board granted Mark Webb a cash retention bonus in an amount equal to the sum of his annual base salary and annual target bonus, payable in three installments subject to the executives continued
employment with the Company, and with an obligation to refund up to 100% of such bonus (on an after-tax basis) upon his termination of employment with the Company for any reason other than a qualifying
termination before July 30, 2021.
The foregoing is only a summary of the arrangement with Mr. Webb and does not purport to be complete and is
qualified in its entirety by reference to the full text of the underlying agreement. The retention bonus agreement will be filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter
ending August 1, 2020.
SIGNATURES
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.
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Date: July 27, 2020
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J.JILL, INC.
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By:
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/s/ Mark Webb
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Name:
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Mark Webb
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Title:
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Executive Vice President and Chief Financial Officer
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