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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 14, 2023
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TILLY’S, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware | | 1-35535 | | 45-2164791 |
(State of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification Number) |
10 Whatney
Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
(949) 609-5599
(Registrant’s Telephone Number, Including Area Code)
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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: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, $0.001 par value per share | TLYS | New York Stock Exchange |
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. ☐
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Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Company's 2023 annual meeting of its stockholders held on June 14, 2023 (the "Annual Meeting"), the Company's stockholders voted on three proposals, as described below. As of the close of business on April 17, 2023, the record date for eligibility to vote at the Annual Meeting, there were 22,573,461 shares of Class A common stock and 7,306,108 shares of Class B common stock of the Company outstanding and entitled to vote at the Annual Meeting. Each share of Class A common stock was entitled to one (1) vote per share, and each share of Class B common stock was entitled to ten (10) votes per share. Accordingly, as of the record date, the total voting power of all of the shares of the Company's common stock entitled to vote at the Annual Meeting was 95,634,541 votes. Each of the proposals was described in detail in the Proxy Statement for the Annual Meeting. The vote totals noted below are final voting results from the Annual Meeting.
Proposal 1
The Company's stockholders elected the following eight directors for a term of office expiring at the Company's 2024 annual meeting of its stockholders and until their successors are duly elected and qualified. There were no abstentions for Proposal 1.
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Name | Votes For | Votes Withheld | Broker Non-Votes |
| Hezy Shaked | 81,460,315 | 3,587,349 | 6,032,765 |
| Edmond Thomas | 84,238,755 | 808,909 | 6,032,765 |
| Teresa Aragones | 84,290,489 | 757,175 | 6,032,765 |
| Erin Chin | 84,290,493 | 757,171 | 6,032,765 |
| Doug Collier | 81,129,364 | 3,918,300 | 6,032,765 |
| Seth Johnson | 79,959,806 | 5,087,858 | 6,032,765 |
| Janet Kerr | 80,947,003 | 4,100,661 | 6,032,765 |
| Bernard Zeichner | 84,196,089 | 851,575 | 6,032,765 |
Proposal 2
The Company's stockholders ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending February 3, 2024, as follows:
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 90,331,113 | 749,011 | 305 | — |
Proposal 3
The Company's stockholders approved, on an advisory basis, the compensation of our named executive officers for the fiscal year ended January 28, 2023.
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 83,807,109 | 826,497 | 414,058 | 6,032,765 |
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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| TILLY’S, INC. |
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| Date: June 20, 2023 | By: | /s/ Michael L. Henry |
| Name: | Michael L. Henry |
| Title: | Executive Vice President, Chief Financial Officer |