Not independent
Tenure on this board
42.4 yrs
7 nominees · 4 ballot items.
Vote to re-elect seven directors; approve the Fourth Amended and Restated Tilly’s 2012 Equity and Incentive Award Plan (increase share reserve and extend term); ratify BDO USA, P.C. as independent auditor for fiscal 2026; and cast a non-binding, advisory vote to approve named executive officer compensation (say-on-pay).
Re-election of seven nominees (Hezy Shaked, Teresa Aragones, Doug Collier, Seth Johnson, Janet Kerr, Michael Relich and Nathan Smith) to the Board for one-year terms expiring at the 2027 annual meeting.
Approval of an amendment and restatement of the company’s 2012 equity plan to increase the share reserve by 2,500,000 shares to a total of 11,113,900 shares, increase the shares available for incentive stock options by 2,500,000 to 11,113,900, and extend the plan term through April 1, 2036.
This proposal asks shareholders to approve the Fourth Amended and Restated Tilly’s 2012 Equity and Incentive Award Plan, which principally increases the share reserve by 2,500,000 shares (to 11,113,900), raises the number of shares eligible for incentive stock options by the same amount, and extends the plan’s term through April 1, 2036. Management seeks approval to ensure it has a sufficient equity pool to attract, retain and motivate employees, non-employee directors and consultants, to permit future grants of stock options (including incentive stock options that require shareholder approval for tax qualification) and to maintain competitiveness of long‑term incentive programs. The board’s recommendation is grounded in an analysis of historical grant activity, three‑year adjusted burn rates, overhang metrics and shareholder value transfer measures; the filing discloses a three‑year adjusted average gross burn rate of 5.1% and an expected overhang of approximately 24.6% if approved. The proxy quantifies dilution: the newly requested authorization represents about 8.2% of outstanding common stock as of the record date, and management projects the new reserve would support approximately four to five years of grants at historical grant rates. The plan retains standard governance controls: administration by the Compensation Committee, limits on per‑person annual grants, anti‑repricing without shareholder approval, and adjustment provisions for corporate events; it also contains limits on maximum annual grants to any individual and per‑director annual compensation caps. Risks and tradeoffs are discussed: approval dilutes existing holders and increases potential shareholder value transfer, but management argues the dilution is reasonable given retention and performance‑alignment objectives. In recommending a FOR vote, the board cites the need to maintain equity flexibility in a competitive retail labor market and to preserve the ability to make incentive stock option grants that meet Internal Revenue Code requirements, while noting historical grant practices and projected share sufficiency. Sophisticated investors should weigh the quantified dilution and overhang against company‑specific retention needs, the scope of prior large grants (including an 1,800,000‑share package to the CEO upon hire), and the governance limits included in the amended plan.
Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027.
A non-binding, advisory vote to approve the fiscal 2025 compensation of the company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the fiscal 2025 compensation of the company's named executive officers as disclosed in the proxy materials. Management is seeking an annual advisory endorsement to validate its pay‑for‑performance framework, which the Compensation Committee believes balances fixed and variable pay, ties cash incentives to short‑term performance and relies on equity awards to align long‑term executive incentives with shareholder value. The board explicitly notes prior stockholder support (approximately 88% in favor at the 2025 meeting) and intends to continue annual say‑on‑pay votes. Because the vote is advisory, it will not change compensation contracts directly, but the board and Compensation Committee state they will consider the outcome when making future compensation decisions. The proxy discloses key program elements: base salaries, target and maximum bonus opportunity, equity option grants (including time‑based and performance‑based components for the CEO), and governance features such as clawback policy, limits on repricing, and committee oversight. From a governance perspective, investors should weigh the company's rationale — retention, market competitiveness, and alignment of pay with performance — against recent grant sizes and CEO pay actions (including sign‑on awards and performance options tied to market price hurdles) when deciding whether to support the advisory resolution. The board recommends a FOR vote, arguing the program promotes long‑term value creation while retaining flexibility to respond to market and company needs. Given the advisory nature, sophisticated evaluation should consider both the disclosed pay outcomes and the company’s responsiveness to prior shareholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fund 1 Investments, LLCActivist | 26.4% | 8,058,268 | $16M |
| 2 | Shay Capital LLC | 11.0% | 3,360,000 | $7M |
| 3 | Long Focus Capital Management, LLC | 5.5% | 1,680,658 | $3M |
| 4 | VANGUARD GROUP INC | 3.1% | 951,199 | $2M |
| 5 | HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND | 3.0% | 900,000 | $2M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 2.5% | 754,212 | $2M |
| 7 | Pacific Ridge Capital Partners, LLC | 2.3% | 692,623 | $1M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.0% | 623,629 | $1M |
| 9 | NOMURA HOLDINGS INC | 1.8% | 546,027 | $1M |
| 10 | MUFG Securities EMEA plc | 1.6% | 500,000 | $995K |
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