Current Report Filing (8-k)
14 Giugno 2023 - 10:31PM
Edgar (US Regulatory)
0001318484
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0001318484
2023-06-09
2023-06-09
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iso4217:USD
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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 9, 2023
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) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2023 annual meeting of stockholders (the
“2023 Annual Meeting”) of Citi Trends, Inc. (the “Company”) held on June 9, 2023, the holders of the
Company’s common stock entitled to vote at the meeting (1) elected nine director nominees whose terms will expire at the 2024
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) voted for, on a non-binding, advisory basis, the frequency of future
non-binding, advisory votes on the compensation of the Company’s named executive compensation to be held annually, and (4) ratified
the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal
year ending February 28, 2024.
The voting results were as follows:
(1) The election of nine directors:
Board of Directors Nominee | |
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
Brian P. Carney | |
| 6,327,147 | | |
| 92,846 | | |
| 318 | | |
| 738,913 | |
Jonathan Duskin | |
| 5,934,309 | | |
| 485,684 | | |
| 318 | | |
| 738,913 | |
Christina Francis | |
| 6,390,426 | | |
| 29,799 | | |
| 86 | | |
| 738,913 | |
Laurens M. Goff | |
| 6,269,183 | | |
| 150,810 | | |
| 318 | | |
| 738,913 | |
Margaret L. Jenkins | |
| 5,798,009 | | |
| 622,211 | | |
| 91 | | |
| 738,913 | |
David N. Makuen | |
| 6,387,748 | | |
| 32,448 | | |
| 115 | | |
| 738,913 | |
Cara Sabin | |
| 6,274,186 | | |
| 145,889 | | |
| 236 | | |
| 738,913 | |
Peter R. Sachse | |
| 6,366,552 | | |
| 53,492 | | |
| 267 | | |
| 738,913 | |
Kenneth D. Seipel | |
| 6,270,738 | | |
| 149,250 | | |
| 323 | | |
| 738,913 | |
(2) A proposal to approve, on a non-binding, advisory basis, the
compensation of the Company’s named executive officers (“Say-on-Pay”) as set forth in the proxy statement:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 6,177,258 | | |
| 241,889 | | |
| 1,164 | | |
| 738,913 | |
(3) A vote on a non-binding, advisory basis, of the frequency
of future “Say-on-Pay” votes:
1 Year | | |
2 Years | | |
3 Years | | |
Abstain | | |
Broker Non-Votes | |
| 5,943,258 | | |
| 1,742 | | |
| 474,462 | | |
| 849 | | |
| 738,913 | |
The Board of Directors has considered these voting results and determined
that the Say-on-Pay vote will be submitted to stockholders on an annual basis until the next required vote on frequency.
(4) Ratification of the appointment of Deloitte & Touche
LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2024:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 7,154,277 | | |
| 2,009 | | |
| 2,938 | | |
| 0 | |
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. |
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Date: June 14, 2023 |
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By: |
/s/ David N. Makuen |
|
|
Name: |
David N. Makuen |
|
|
Title: |
Chief Executive Officer |
Grafico Azioni Citi Trends (NASDAQ:CTRN)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Citi Trends (NASDAQ:CTRN)
Storico
Da Mag 2023 a Mag 2024