tlys-20231002

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

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): October 2, 2023

_______________________________________________

TILLY’S, INC.

(Exact Name of Registrant as Specified in its Charter)

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)

______________________________________________

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:


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. ☐


Item 5.02			Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On October 2, 2023, Bernard Zeichner retired from his position as a member of the Board of Directors (the “Board”) of Tilly’s, Inc. (the “Company”). Mr. Zeichner served as a member of the Board since 2011 and was serving as Chairperson of the Compensation Committee of the Board and a member of the Audit Committee of the Board. Mr. Zeichner’s resignation is not due to any disagreements with the Company on any of the Company’s operations, policies or practices. The Company is grateful to Mr. Zeichner for his tremendous contributions throughout his service on the Board.

As a result of Mr. Zeichner’s resignation, the Board (i) reduced the authorized number of directors of the Board from eight (8) to seven (7) directors, (ii) appointed Douglas Collier to serve as the Chairperson of the Compensation Committee of the Board, (iii) appointed Erin Chin to serve as a third member of the Audit Committee of the Board, and (iv) appointed Teresa Aragones to serve as a third member of the Compensation Committee of the Board.

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: October 5, 2023	By:	/s/ Michael L. Henry
	Name:	Michael L. Henry
	Title:	Executive Vice President, Chief Financial Officer

Tilly's Inc. filed SEC Form 8-K: Leadership Update