Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

As previously disclosed, on May 17, 2022, John Yoon notified the Board of Directors (the "Board") of JOANN Inc. (the "Company") of his intention to resign as a Class III director of the Board, effective as of a future date to be determined. The effective date of Mr. Yoon's resignation is June 24, 2022.

Pursuant to the Amended and Restated Stockholders Agreement, dated March 16, 2021, Leonard Green & Partners, L.P. ("LGP") is entitled to, among other rights, designate a certain number of directors for election to the Board (each such director, a "LGP Director"), and to designate persons to fill vacancies created by the resignation of any such LGP Directors. Pursuant to such rights, LGP designated Brian W. Coleman as a director to fill the vacancy created by Mr. Yoon's resignation. On June 24, 2022, the Board appointed Mr. Coleman as a Class III director of the Board, effective immediately following the Company's Annual Meeting (as defined below). Mr. Coleman will also serve as a member of the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board.

As a non-employee director, Mr. Coleman will be entitled to receive compensation in the same manner as the Company's other non-employee directors, as described in the Company's definitive proxy statement on Schedule 14A filed on May 11, 2022 with the Securities and Exchange Commission.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 24, 2022, the Company held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"). The final voting results for the matters brought before the Annual Meeting are set forth below.

1. Election of Two Class I Directors

The Company's shareholders elected, for a three-year term, the following nominees for election as Class I directors of the Board. For each nominee, the votes cast for, the votes withheld and broker non-votes were as follows:

Director For Withhold Broker Non-Votes Wade Miquelon 33,302,139 1,802,287 3,589,847 Darrell Webb 33,071,701 2,032,725 3,589,847





  2.    Ratification of the Appointment of Ernst & Young LLP as JOANN's
        Independent Registered Public Accounting Firm for the Fiscal Year Ending
        January 28, 2023

The Company's shareholders ratified the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending January 28, 2023. The votes cast for and against this proposal, as well as the abstentions were as follows:



   For     Against Abstain
38,578,888 107,779  7,604

3. Advisory Vote to Approve the Compensation of Named Executive Officers

The Company's shareholders approved, on an advisory basis, a resolution approving the Company's named executive officer compensation. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:



   For      Against  Abstain Broker Non-Votes
33,075,663 1,469,559 559,203    3,589,847






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  4.    Advisory Vote to Approve the Frequency of Future Advisory Votes on Named
        Executive Officer Compensation

The Company's shareholders recommended, on an advisory basis, that future advisory votes on the Company's named executive officer compensation be held on an annual basis. The votes cast for each option, as well as abstentions, were as follows:



 One Year  Two Years Three Years Abstain
34,541,915  18,405     32,390    511,714

Consistent with the recommendation of shareholders, the Board has determined that it will hold future advisory votes to approve named executive officer compensation on an annual basis until the next shareholder vote on the frequency of the advisory vote on named executive officer compensation.

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