J.Jill, Inc. — Proxy Solicitation & Information Statement 2018

Apr 27, 2018

DEFA14A 1 d570329ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement.
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
☐	Definitive Proxy Statement.
☒	Definitive Additional Materials.
☐	Soliciting Material Pursuant to §240.14a-12.

J.Jill, Inc.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on June 07, 2018

J.JILL, INC.

Meeting Information

Meeting Type: Annual Meeting

For holders as of: April 16, 2018

Date: June 07, 2018 Time: 9:00 AM EDT

Location: The Langham Hotel

250 Franklin Street

Boston, MA 02110

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

	— Before You Vote — How to Access the Proxy Materials
	Proxy Materials Available to VIEW or RECEIVE: 1.
Annual Report 2.Notice & Proxy Statement How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you
want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
	1) BY INTERNET :	www.proxyvote.com
	2) BY TELEPHONE :	1-800-579-1639
	3) BY E-MAIL* :	sendmaterial@proxyvote.com
	* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed
above on or before May 11, 2018 to facilitate timely delivery.
	— How To
Vote — Please Choose One of the Following Voting Methods
●	Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “ legal proxy .” To do so, please follow
the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an
attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Vote By
Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

Voting items
The Board of Directors recommends that you vote FOR the following:

1. Election of Directors

Nominees

01 Travis Nelson 02 Marka Hansen 03 James Scully

The Board of Directors recommends you vote FOR the following proposal(s):

2 To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year ending February 2, 2019

3 To approve an 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

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Voting Instructions

Important Notice of Availability of Proxy Materials for the Stockholder Meeting of

J.JILL, INC.

To Be Held On:

June 7, 2018 beginning at 9:00 AM EDT

at the Langham Hotel, 250 Franklin Street, Boston, MA 02110

COMPANY NUMBER
ACCOUNT NUMBER
CONTROL NUMBER

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 05/11/18.

Please visit http://www.astproxyportal.com/ast/JJill, where the following materials are available for view:

• Notice of Annual Meeting of Stockholders

• Proxy Statement

• Form of Electronic Proxy Card

• Annual Report on Form 10-K

TO REQUEST MATERIAL:		TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers)
		E-MAIL: info@astfinancial.com
		WEBSITE:
https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
TO VOTE:	●	ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the
day before the cut-off or meeting date.
		IN PERSON: You may vote your shares in person by attending the
Annual Meeting.
		MAIL: You may request a card by following the instructions
above.

1. To elect three directors NOMINEES: Travis Nelson Marka Hansen James Scully
3.  To approve an 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
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3.
Please
note that you cannot use this notice to vote by mail.