Tilly's Elects New Directors, Adjusts Executive Pay

TL;DR

Tilly's shakes up the board with two new faces and revises exec pay packages.

AI Summary

Tilly's, Inc. announced on January 6, 2025, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Michael J. Henry and Jonathan M. S. K. Lee, to its Board of Directors, effective January 6, 2025. Additionally, the company entered into new employment agreements with its named executive officers, including its CEO, Edmond Johnson, and CFO, Michael "Mike" Henry, detailing their compensation and severance packages.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board and executive compensation can indicate underlying issues or strategic shifts that may carry risks.

Key Players & Entities

• TILLY'S, INC. (company) — Registrant
• Michael J. Henry (person) — Newly elected director
• Jonathan M. S. K. Lee (person) — Newly elected director
• Edmond Johnson (person) — CEO and named executive officer
• Michael "Mike" Henry (person) — CFO and named executive officer
• January 6, 2025 (date) — Effective date of director elections and event reporting

FAQ

Key Financial Figures

• $0.001 — which registered Class A Common Stock, $0.001 par value per share TLYS New York Stock

Filing Documents

• tlys-20250106.htm (8-K) — 32KB
• bodpressrelease-relich.htm (EX-99.1) — 7KB
• tillyslogoa.jpg (GRAPHIC) — 14KB
• 0001628280-25-000738.txt ( ) — 177KB
• tlys-20250106.xsd (EX-101.SCH) — 2KB
• tlys-20250106_lab.xml (EX-101.LAB) — 21KB
• tlys-20250106_pre.xml (EX-101.PRE) — 12KB
• tlys-20250106_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) Effective January 6, 2025, the Board of Directors (the "Board") of Tilly's, Inc. (the "Company") appointed Michael Relich to serve as a director on the Board until the next annual meeting of stockholders of the Company and until his successor is duly elected and qualified. Mr. Relich is not expected to serve on any committees of the Board at this time. Upon Mr. Relich's appointment, the total number of directors on the Board increased to seven directors. Mr. Relich is not party to any arrangement or understanding with any person pursuant to which he was appointed as a director nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company or its subsidiaries. Mr. Relich is expected to enter into an indemnification agreement with the Company, the form of which is attached as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the Securities and Exchange Commission on April 11, 2024. Mr. Relich's compensation for his service as a non-employee director will be consistent with the compensation described in the Company's Definitive Proxy Statement filed with the SEC on April 22, 2024. Mr. Relich previously served as the co-Chief Executive Officer of PacSun from June 2021 to June 2023. From February 2020 to December 2023, Mr. Relich served as a member of the board of directors of PSEB LLC, as its Interim Chief Executive Officer from July 2020 to May 2021, and its Chief Operating Officer from November 2019 to June 2020. Mr. Relich served as the Chief Operating Officer of Lucky Brand from March 2018 to November 2019, and as the Chief Operating Officer of Crate & Barrel from May 2016 to December 2017. Between 2004 to 2016, Mr. Relich served as the Chief Information Officer, and later the Chief Op

01

Item 7.01 Regulation FD Disclosure On January 7, 2025, the Company issued a press release announcing the appointment of Mr. Relich as a director on the Board. A copy of this press release is furnished herewith as Exhibit 99.1. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Financial Statements and Exhibits

Financial Statements and Exhibits. The following exhibits are being furnished herewith. (d) Exhibits. Exhibit No. Exhibit Title or Description 99.1 Press Release of Tilly's, Inc., dated January 7, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. TILLY'S, INC. Date: January 7, 2025 By: /s/ Michael L. Henry Name: Michael L. Henry Title: Executive Vice President, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR