🗳️ What This Document Is

This document is a Proxy Statement (Form DEF 14A) filed by Tilly’s, Inc. 📑. Think of this as a detailed voter guide for the company’s annual meeting. It doesn't report on recent sales or profits; instead, it tells you what votes you need to cast on crucial corporate matters, such as who should be on the board or how employee incentives should be structured.

👉 Why it matters: This filing is critical because it outlines the rules and decisions that will govern the company’s leadership and compensation structure for the coming years. Voting your shares according to these materials directly impacts the future direction of Tilly’s.

🏢 Who Is Tilly’s, Inc.?

Tilly’s, Inc. is a retail company that has built its presence across various product categories. While the filing doesn't detail its current operations, it established its headquarters at 12 Whatney, Irvine, California 📍.

👉 The company’s operations, management, and governance are the central focus of this document, showing that its structure and leadership are paramount to its strategy.

📅 The 2026 Annual Meeting Details

The company is requesting that all stockholders participate in the 2026 annual meeting. Details for the meeting are crucial for voters to know how and when to participate.

• When: Wednesday, June 10, 2026, at 9:30 a.m. local time.
• Where: 12 Whatney, Irvine, California 92618 (the corporate headquarters).
• Voting Period: Stockholders who owned record holders of Class A common stock or Class B common stock as of the close of business on April 17, 2026, are entitled to vote.

👉 Voting Logistics: The company recommends that stockholders submit their proxy vote even if they plan to attend the meeting in person. This ensures their shares are counted immediately according to the board’s recommendation.

👑 Election of Directors

The Proxy Statement includes detailed information and recommendations for the re-election of all seven current board members. The board has unanimously recommended voting "FOR" each nominee.

• The Board: The current board consists of seven members, which is the fixed number authorized by the company’s bylaws.
• Terms: Each director is nominated for a one-year term, with the term expiring at the 2027 annual meeting of stockholders.
• Notable Nominees and Expertise:
  • Hezy Shaked: Co-Founder and Executive Chairman. He has over 40 years of experience in the retail industry, serving in multiple executive roles since the company's inception.
  • Janet E. Kerr: Has significant expertise in corporate governance and law, with 43 years of experience, serving on the board of multiple public companies.
  • Seth Johnson: Brings over 30 years of experience in apparel retail, having held senior roles at major retailers like Abercrombie & Fitch Co.
  • Doug Collier: Brings nearly 30 years of financial and apparel experience, including serving in key financial roles at Volcom, Inc.
  • Teresa L. Aragones: Provides extensive background in brand marketing and digital innovation, having worked with iconic brands such as Nike and Apple.
  • Michael Relich: Has over 40 years of apparel retail experience, serving in executive roles at Guess, Inc. and Lucky Brand.
  • Nathan Smith: Served on the board since August 2025 upon his appointment as President and Chief Executive Officer.

👉 Why it matters: The board is presenting a slate of experienced individuals across governance, finance, and apparel retail. These extensive backgrounds are positioned by the board as essential for guiding the company's strategy.

💰 Approval of the Amended Equity Plan

This is the most detailed section, proposing the "Fourth Amended and Restated Tilly's 2012 Equity and Incentive Award Plan." This plan dictates how the company will reward its employees and executives with stock and options.

The Goal: The primary purpose is to increase the company's share reserve to attract and retain key personnel for long-term growth.

Key Changes and Metrics:

• Shares Reserved: The plan proposes increasing the total number of reserved shares for issuance by 2,500,000 shares.
• New Total: This raises the total reserved shares to 11,113,900 shares.
• Vesting Period: The right to grant these awards is being extended through April 1, 2036.
• Burn Rate: The board notes a three-year adjusted average gross burn rate of 5.1% of basic weighted average common shares outstanding across fiscal 2025, 2024, and 2023.
• Dilution: The additional authorized shares represent 8.2% of the outstanding common stock on April 17, 2026. The board argues this represents "reasonable potential equity dilution" and is necessary for growth.

Types of Awards: The plan defines numerous methods for compensation, including:

• Stock Options: The right to purchase shares at an exercise price.
• Restricted Stock: Shares held until specific conditions (like continued employment) are met.
• Restricted Stock Units (RSUs): Units that must vest before the common stock underlying them is issued.
• Stock Appreciation Rights (SARs): The right to receive a payment equal to the increase in a stock's value between the grant date and the exercise date.
• Performance Awards: Payments (cash or stock) linked to specific performance goals (e.g., net earnings, total stockholder return, cash flow, or market share).

👉 Why it matters: By approving this plan, stockholders are authorizing the company to issue millions of new shares, which is a form of equity dilution. However, the company frames this dilution as a necessary investment to secure top talent.

🧑‍💼 Compensation of Named Executive Officers

The company is seeking advisory approval for the compensation of its Named Executive Officers (N.E.Os).

• Vote Type: This is a "non-binding advisory proposal," meaning the vote is advisory, but it reflects shareholder sentiment on executive pay.
• The Recommendation: The board unanimously recommends voting "FOR" the advisory approval of the compensation described in the Proxy Statement.

📗 Ratification of Independent Public Accounting Firm

The board is asking stockholders to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending January 30, 2027 (referred to as "fiscal 2026").

• Requirement: The approval of this proposal requires the affirmative vote of a majority in voting power of shares present at the meeting.

📜 Corporate Governance and Voting Rules

Understanding how the vote is structured is key to understanding the outcome.

• Voting Standards: The company’s bylaws require a plurality voting standard for directors, meaning the seven nominees with the highest number of "FOR" votes will be elected.
• Class B Stock: Holders of Class B common stock are entitled to ten votes per share, while Class A common stock is entitled to one vote per share.
• Broker Non-Votes: If shares are held by a broker, and the beneficial stockholder does not give explicit voting instructions, these shares will result in a "broker non-vote," which generally does not count as a vote "for" any proposal.
• Quorum: A quorum requires the presence of a majority in voting power of the stock outstanding and entitled to vote.

💰 Financial Metrics Overview

The filing provided key financial metrics related to equity compensation and valuation, showing how the board assesses the cost and impact of the proposed plan.

• Average Burn Rate: In fiscal 205, 2024, and 2023, the company granted equity awards totaling approximately 2,798,805, 723,368, and 920,068 shares, respectively. This averages a gross burn rate of 5.1% of basic weighted average common shares outstanding.
• Overhang Rate: As of January 31, 2026, the end of fiscal year overhang rate was 16.3%. If the Amended Equity Plan is approved, the expected overhang rate at the annual meeting is projected to be approximately 24.6%.

🔗 Contact and Resources

Should stockholders require more details, the following resources are provided:

• Website: The Proxy Statement and Annual Report are available at www.tillys.com/proxy.
• Physical Address: Tilly’s, Inc. Corporate Secretary, 12 Whatney, Irvine, California, 92618.
• Documentary Notice: The Proxy Statement also includes the Annual Report to Stockholders on Form 10-K for the fiscal year ended January 31, 2026.

🧠 The Analogy

Voting at an annual meeting based on a Proxy Statement is like attending a major family reunion where you must vote on the next year's budget. The board isn't asking you to simply approve expenses; they are asking for permission to take out a massive, long-term loan (the amended equity plan) and issuing bonds (new shares) to fund the improvements. They argue the debt is worth it because the company will be much stronger and more attractive to talent (employees and executives).

🧩 Final Takeaway

This Proxy Statement is purely a corporate governance document asking for your vote on leadership and incentives, not a financial report. The core message is that while the company is asking for approval to issue a large number of new shares (dilution) to fund growth, the board argues this is a necessary and responsible move to ensure the company's long-term success.