Peter R. Sachse to be Nominated to Stand for
Election at the 2019 Annual Meeting
John S. Lupo to Retire from the Board; Brian P.
Carney to be Chairman After the 2019 Meeting
Nominating and Corporate Governance Committee
to Initiate Search for Additional Qualified Independent
Director
Macellum Agrees to Standstill Provisions
through 2020 Annual Meeting
Citi Trends, Inc. (NASDAQ: CTRN) (“Citi Trends” or “the
Company”) today announced that it has entered into an agreement
with Macellum SPV III, LP (“Macellum”), pursuant to which the Board
intends to nominate Peter R. Sachse to stand for election at the
2019 Annual Meeting of Stockholders (“2019 Annual Meeting”) with a
term expiring at the 2020 Annual Meeting of Stockholders (“2020
Annual Meeting”). The Company also announced that John S. Lupo will
retire from the Board and not stand for re-election at the 2019
Annual Meeting. Following Mr. Lupo’s retirement and effective as of
the conclusion of the 2019 Annual Meeting, Brian P. Carney will
serve as Chairman of the Board.
Citi Trends also today announced that the Nominating and
Corporate Governance Committee will undergo a search for an
additional independent director to be identified no later than
September 30, 2019. Upon the identified individual being appointed
to the Board, the Board will increase from seven to eight members.
The Board expects to reduce the size of the Board back to seven
members at the 2020 Annual Meeting, unless its members unanimously
agree to remain at eight directors.
Mr. Sachse brings to Citi Trends more than three decades of
experience at Macy’s, Inc. in various positions, including Chief
Growth Officer, Chief of Innovation and Business Development, Chief
Stores Officer, Chief Marketing Officer and President of Corporate
Marketing. In addition, Mr. Sachse served as Chairman and Chief
Executive Officer of the macys.com division of Macy’s, Inc. and was
involved in launching Macy's successful off-price concept Back
Stage. From February 2010 to December 2018 and from October 2006 to
April 2007, Mr. Sachse served as a director of XO Group Inc., a
media and technology company that provides content, tools, products
and services for couples who are planning weddings, creating a
home, and starting a family. Mr. Sachse also previously served as a
director of Charitybuzz Inc., a for-profit internet company that
raises funds for nonprofit organizations through online charity
auctions with celebrities and brands from 2012 until 2015. Prior to
serving in these roles, Mr. Sachse was President and Chief
Operating Officer of The Bon Marche, a department store chain
launched in Seattle.
“We have made significant progress over the last several years
on our strategic plan to grow the business, increase our
profitability and provide meaningful returns to our stockholders,”
said Bruce Smith, Chief Executive Officer of Citi Trends. “Our
agreement with Macellum underscores our commitment to adding
qualified directors who can help drive long-term stockholder value.
We look forward to welcoming Peter to the Board and benefiting from
his decades of retail experience as we continue to focus on
improving our merchandising, planning and allocation, while driving
efficiencies, reducing costs and optimizing our store
footprint.”
“On behalf of the entire Board and management team, I want to
thank John for his valuable contributions to Citi Trends over the
last 15 years, including in his role as Chairman,” said Mr.
Carney.
“We are pleased we could reach this agreement with the Company,”
said Jonathan Duskin, sole member of Macellum Advisors GP, LLC and
current member of the Citi Trends Board. “Citi Trends is a great
company with significant value potential, and we are confident that
the addition of Peter, together with a director we will identify
through a search process, will bring fresh perspectives and added
expertise to the Board.”
Under the terms of the agreement, Macellum has agreed to
withdraw its slate of nominees and will vote all of its shares in
favor of all of the Board’s nominees. Further, Macellum has agreed
to standstill provisions through the 2020 Annual Meeting; provided
that the Company agrees to nominate Mr. Duskin, Mr. Sachse and the
additional independent director to be identified at the 2020 Annual
Meeting.
This agreement will be filed on a Form 8-K with the U.S.
Securities and Exchange Commission.
About Citi Trends
Citi Trends, Inc. is a value-priced retailer of urban fashion
apparel and accessories for the entire family. The Company operates
562 stores located in 32 states. Citi Trends’ website address is
www.cititrends.com. CTRN-G
Forward-Looking Statements
All statements other than historical facts contained in this
news release, including statements regarding our future financial
results and position, business policy and plans, objectives of
management for future operations and our intentions and ability to
pay dividends and complete any share repurchase authorizations, are
forward-looking statements that are subject to material risks and
uncertainties. The words “believe,” “may,” “could,” “plans,”
“estimate,” “continue,” “anticipate,” “intend,” “expect” and
similar expressions, as they relate to Citi Trends, are intended to
identify forward-looking statements, although not all
forward-looking statements contain such language. Investors are
cautioned that any such forward-looking statements are not
guarantees of future performance or results and are inherently
subject to risks and uncertainties, some of which cannot be
predicted or quantified. Actual results or developments may differ
materially from those included in the forward-looking statements as
a result of various factors which are discussed in Citi Trends
filings with the U.S. Securities and Exchange Commission (the
“SEC”), including those set forth under the heading “Item 1A. Risk
Factors” in the Company’s Annual Report on Form 10-K for the fiscal
year ended February 3, 2018. These risks and uncertainties include,
but are not limited to, uncertainties relating to economic
conditions, growth risks, consumer spending patterns, competition
within the industry, competition in our markets and the ability to
anticipate and respond to fashion trends. Any forward-looking
statements by the Company are intended to speak only as of the date
such statements are made. Except as required by applicable law,
including the securities laws of the United States and the rules
and regulations of the SEC, Citi Trends does not undertake to
publicly update any forward-looking statements in this news release
or with respect to matters described herein, whether as a result of
any new information, future events or otherwise.
Important Additional Information
Citi Trends, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies
from Citi Trends stockholders in connection with the matters to be
considered at Citi Trends’ 2019 Annual Meeting. Citi Trends intends
to file a proxy statement with the SEC in connection with any such
solicitation of proxies from Citi Trends stockholders. INVESTORS
AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed
information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with the SEC in connection with Citi Trends’
2019 Annual Meeting. Information regarding the direct and indirect
beneficial ownership of Citi Trends’ directors and executive
officers in Citi Trends securities is included in their SEC filings
on Forms 3, 4 and 5, and additional information can also be found
in Citi Trends’ Annual Report on Form 10-K for the year ended
February 3, 2018, filed with the SEC on April 18, 2018 and its
Quarterly Reports on Form 10-Q for the first three quarters of the
fiscal year ended February 2, 2019 filed on June 11, 2018,
September 6, 2018 and December 10, 2018, respectively. Stockholders
will be able to obtain any proxy statement, any amendments or
supplements to the proxy statement and other documents filed by
Citi Trends with the SEC for no charge at the SEC’s website at
www.sec.gov. Copies will also be available at no charge at the
Investor Relations section of our corporate website at
www.cititrends.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20190411005825/en/
Bruce SmithPresident and Chief Executive Officer(912)
443-2075Media:Andy Brimmer / Greg Klassen / Jill KaryJoele
Frank, Wilkinson Brimmer Katcher(212)
355-4449Investors:Bruce Goldfarb / Chuck Garske / Teresa
HuangOkapi Partners LLC(212) 297-0720
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