Current Report Filing (8-k)
March 13 2020 - 6:54AM
Edgar (US Regulatory)
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): February 2, 2020
Citi
Trends, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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000-51315
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52-2150697
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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104 Coleman Boulevard, Savannah, Georgia
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31408
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(Address of principal executive offices)
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(Zip Code)
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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 (See General Instruction
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 class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.01 par value
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CTRN
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Nasdaq Stock Market
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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).
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Emerging growth company
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¨
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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 2.02.
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Results of Operations and Financial Condition.
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On March 13, 2020, Citi Trends, Inc.
(the “Company”) issued a press release reporting its financial results for its fourth quarter and fiscal year ended
February 1, 2020 (the “Earnings Release”). A copy of the Earnings Release is attached to this Current Report on Form 8-K
(“Current Report”) as Exhibit 99.1, the contents of which are incorporated herein solely for purposes of this
Item 2.02 disclosure.
The information in this Item 2.02, including
the Earnings Release attached to this Current Report, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of such section. The information in this Item 2.02, including the Earnings Release, shall not be incorporated by
reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in any such filing.
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Effective as of February 2, 2020, Christina
K. Short, the current Senior Vice President and General Merchandise Manager of the Company was promoted to the position of Senior
Vice President, General Planning Manager. In connection with her promotion, the Board of Directors of the Company approved an increase
in her base salary to $345,000.
On March 13, 2020, the Company also announced
that the Board of Directors of the Company has approved a share repurchase program authorizing the Company to repurchase up to
$30 million of its common stock (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program may
be made at management’s discretion from time to time, with no time limit, on the open market, in privately negotiated transactions
or otherwise, in each case subject to compliance with all Securities and Exchange Commission rules and other legal requirements,
and may be made in part under one or more Rule 10b5-1 plans, which permit stock repurchases at times when the Company might otherwise
be precluded from doing so.
Item 9.01
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Financial Statements and Exhibits.
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(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.
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CITI TRENDS, INC.
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Date: March 13, 2020
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By:
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/s/ David N. Makuen
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Name:
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David N. Makuen
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Title:
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Chief Executive Officer
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