UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Edmond Thomas as President, Chief Executive Officer and Director
On January 21, 2024 (the “Effective Date”), Edmond Thomas retired from his position as President and Chief Executive Officer of Tilly’s, Inc. (the “Company”) and as a director of the board of directors (the “Board”) of the Company.
Appointment of Hezy Shaked as Interim President and Chief Executive Officer
On the Effective Date, the Board appointed Hezy Shaked, the Company’s co-founder, Chief Strategy Officer and Executive Chairman of the Board as the Company’s interim President and Chief Executive Officer, to serve in such capacities until his successor is duly elected and qualified or until his earlier death, resignation or removal.
In connection with Mr. Shaked’s appointment, the Compensation Committee of the Board approved an increase of Mr. Shaked’s annual base salary from $420,000 to $1,000,000, effective as of the Effective Date. Mr. Shaked will continue to participate in the Company’s annual incentive cash bonus plan and car allowance program.
The information required by Items 401(b), (d), and (e) and Item 404(a) of Regulation S-K regarding Mr. Shaked was previously reported in the Company’s Definitive Proxy Statement filed with the SEC on April 17, 2023 and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure |
On January 22, 2024, the Company issued a press release announcing the retirement of Mr. Thomas and the appointment of Mr. Shaked.
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 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press release, dated January 22, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 22, 2024 | By: | /s/ Michael L. Henry | ||||
| Name: | Michael L. Henry | |||||
| Title: | Executive Vice President, Chief Financial Officer | |||||