Current Report Filing (8-k)
June 04 2021 - 5:04PM
Edgar (US Regulatory)
0001318484
false
0001318484
2021-06-02
2021-06-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 2, 2021
Citi Trends, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
|
|
000-51315
|
|
52-2150697
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification
No.)
|
104 Coleman Boulevard, Savannah, Georgia
|
31408
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s
telephone number, including area code: (912) 236-1561
Former
name or former address, if changed since last report: Not applicable
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
|
Common stock, $0.01 par value
|
CTRN
|
Nasdaq Stock 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.
|
Citi Trends, Inc. (the “Company”)
held its 2021 annual meeting of stockholders on June 2, 2021 (the “Annual Meeting”). At the Annual Meeting, the Company’s
stockholders, upon recommendation of the Board of Directors of the Company, approved and adopted the Citi Trends, Inc. 2021 Incentive
Plan (the “2021 Incentive Plan”). A total of 200,000 shares of the Company’s common stock are reserved and available
for issuance pursuant to awards granted under the 2021 Incentive Plan, plus the number of shares remaining available for grant under the
Company’s 2011 Incentive Plan as of June 2, 2021 (not to exceed 585,000).
A summary of the 2021 Incentive Plan was included
in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 16, 2021 (the “2021 Proxy Statement”), and is incorporated herein by reference. The information included
herein relating to the 2021 Incentive Plan is qualified in its entirety by reference to the actual terms of the 2021 Incentive Plan, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
|
Item 5.07.
|
Submission of Matters to a Vote of Security Holders.
|
At the Annual Meeting, the holders of the Company’s
common stock entitled to vote at the meeting (1) elected seven director nominees whose terms will expire at the 2022 annual meeting
of stockholders, (2) adopted, on a non-binding, advisory basis, the resolution approving the compensation of the Company’s
named executive officers as set forth in the proxy statement, (3) approved the Citi Trends, Inc. 2021 Incentive Plan, and (4) ratified
the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29,
2022.
The voting results were as follows:
(1) The election of seven directors:
Board of Directors Nominee
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
Brian P. Carney
|
|
|
6,019,690
|
|
|
|
1,393,014
|
|
|
|
455
|
|
|
|
899,435
|
|
Jonathan Duskin
|
|
|
6,179,633
|
|
|
|
1,233,072
|
|
|
|
454
|
|
|
|
899,435
|
|
Laurens M. Goff
|
|
|
6,217,598
|
|
|
|
1,195,107
|
|
|
|
454
|
|
|
|
899,435
|
|
Margaret L. Jenkins
|
|
|
6,879,810
|
|
|
|
532,895
|
|
|
|
454
|
|
|
|
899,435
|
|
David N. Makuen
|
|
|
7,364,343
|
|
|
|
48,362
|
|
|
|
454
|
|
|
|
899,435
|
|
Peter R. Sachse
|
|
|
7,362,724
|
|
|
|
49,981
|
|
|
|
454
|
|
|
|
899,435
|
|
Kenneth D. Seipel
|
|
|
6,026,841
|
|
|
|
1,385,864
|
|
|
|
454
|
|
|
|
899,435
|
|
(2) A proposal to approve, on a non-binding, advisory basis, the
compensation of the Company’s named executive officers as set forth in the proxy statement:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
7,321,594
|
|
|
80,321
|
|
|
11,244
|
|
|
899,435
|
|
(3) A
proposal to approve the Citi Trends, Inc. 2021 Incentive Plan:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
7,259,577
|
|
|
152,525
|
|
|
1,057
|
|
|
899,435
|
|
(4) Ratification of the appointment of KPMG LLP as the Company’s
independent registered public accounting firm for the fiscal year ending January 29, 2022:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
8,276,152
|
|
|
35,851
|
|
|
591
|
|
|
0
|
|
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
SIGNATURE
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 thereunto
duly authorized.
|
CITI TRENDS, INC.
|
|
|
Date: June 4, 2021
|
|
|
By:
|
/s/ David N. Makuen
|
|
Name:
|
David N. Makuen
|
|
Title:
|
Chief Executive Officer
|
Citi Trends (NASDAQ:CTRN)
Historical Stock Chart
From Jul 2024 to Jul 2024
Citi Trends (NASDAQ:CTRN)
Historical Stock Chart
From Jul 2023 to Jul 2024