FORM 8-K  
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2021

(Exact name of Registrant as Specified in Its Charter)

Commission file number: 001-38291
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1 Montgomery Street, Suite 1500
San Francisco, California 94104
(Address of principal executive offices and zip code)
(415) 882-7765
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instructions A.2. below):
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 ClassTrading SymbolName of Each Exchange on Which Registered
Class A common stock, par value $0.00002 per shareSFIXNasdaq Global Select Market
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 13, 2021, Katrina Lake notified Stitch Fix, Inc. (the “Company”) of her intention to step down as Chief Executive Officer, and the Company announced that Elizabeth Spaulding, President of the Company, will succeed Ms. Lake as Chief Executive Officer of the Company, each effective August 1, 2021. Ms. Lake will remain an employee of the Company and a member of the Board of Directors, serving as its Executive Chairperson. Ms. Spaulding will also join the Company’s Board of Directors, upon her appointment as Chief Executive Officer.

Ms. Spaulding, age 45, has served as President of the Company since January 2020. Previously, she was at Bain & Company, a global consulting firm, serving as a Partner from June 2010 to December 2019 and as a member of Bain’s Board of Directors from January 2018 to December 2019. From June 2013 to December 2019, Ms. Spaulding served as Global Head of Bain’s Digital practice, where she focused on expanding Bain’s capabilities in software development and engineering, innovation services, as well as corporate development for new technology. She also founded and led the Bain Innovation Exchange as part of her role. Ms. Spaulding joined Bain in 1998. Ms. Spaulding holds a B.A.S. in Management and Decision Sciences, as well as in French, from Stanford University and an M.B.A. from the Stanford Graduate School of Business where she was an Arjay Miller Scholar.

Ms. Spaulding has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Ms. Spaulding is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the transition is furnished as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No. Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  Stitch Fix, Inc.
Dated: April 13, 2021 By:/s/ Scott Darling 
   Scott Darling
   Chief Legal Officer

Exhibit 99.1

Stitch Fix Announces Founder and Chief Executive Officer Katrina Lake to become Executive Chairperson and Elizabeth Spaulding to become Chief Executive Officer of Stitch Fix August 1, 2021

San Francisco, Calif. (April 13, 2021) - Stitch Fix Inc. (NASDAQ: SFIX), the leading online personal styling service, today announced Founder and CEO Katrina Lake will transition to the role of Executive Chairperson of the Board, effective August 1, 2021. Stitch Fix's Board of Directors will be appointing President, Elizabeth Spaulding, to the role of Chief Executive Officer of Stitch Fix and electing her to the Board of Directors, effective August 1 2021.
Lake will remain closely connected to the company. In addition to her role as Executive Chairperson, she will remain an employee with a focus on Stitch Fix's social impact efforts, in particular the intersection between sustainability and technology in apparel retail. She will also continue her engagement with the brand and merchandising partnerships that fuel our marketing, and retain a close connection with our leadership, to ensure we hire the very best talent for Stitch Fix's future.

Katrina founded Stitch Fix in 2011 when she was a Harvard Business School student. She took the company public in 2017 and in doing so was the youngest woman at the time to ever take a company public. Since then, Katrina has grown Stitch Fix into an industry leading business with an annual revenue of $1.7bn, serving nearly 4 million clients across the U.S and U.K, employing 8,000 people and shipping thousands of personalized items of apparel every day.

In an email shared with the company today, Lake said, "In founding Stitch Fix, I was inspired by a very human problem, to help people look and feel their best by finding clothes they love. Ten years into this journey, I'm even more inspired by this simple mission, proud of the way we've delivered against it, and incredibly optimistic about our future," said Lake. "The impact Elizabeth has already had, combined with the compelling future vision she's mapped out and is leading us toward, make this the right time for a leadership transition that will usher in the next generation for Stitch Fix, for our business, our people and our clients."

In her current role of President, Spaulding is focused on driving the next phase of the company's growth, including the expansion of the next generation of consumer shopping experiences, inventory management innovations and international expansion efforts.

"I am so grateful to Katrina and the Board for the opportunity to take Stitch Fix on the next phase of its journey," said Spaulding. "The opportunity that we have ahead of us at Stitch Fix is extraordinary, and grounded in Katrina's vision and last 10 years of building personalization at scale. We are creating experiences that will change the way people shop for generations to come. Given the seismic shift of apparel moving online, Stitch Fix is incredibly well positioned to become one of the most innovative and most transformative companies in the world. And, we can do it all with a deep commitment to bringing joy, inspiration and convenience to all of our clients around the world."

Prior to Stitch Fix, Spaulding spent more than 20 years at Bain & Company, where she was a partner, served on the Board of Directors and was Global Head and Founder of the Digital Practice. During this time, she helped lead digital transformations for market-leading companies across the consumer and technology sectors. She also led the firm's innovation efforts through partnerships and M&A.

About Stitch Fix, Inc.

Stitch Fix is an online personal styling service that is reinventing the shopping experience by delivering one-to-one personalization to our clients through the combination of data science and human judgment. Stitch Fix was founded in 2011 by CEO Katrina Lake. Since then, we’ve helped millions of women, men, and kids discover and buy what they love through personalized selections of apparel, shoes, and accessories, curated by Stitch Fix stylists and algorithms. For more information about Stitch Fix, please visit https://www.stitchfix.com.
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