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    Children's Place Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

    5/9/25 4:30:43 PM ET
    $PLCE
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary
    Get the next $PLCE alert in real time by email
    false --02-01 0001041859 0001041859 2025-05-07 2025-05-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, DC 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): May 7, 2025

     

    THE CHILDREN’S PLACE, INC.
    (Exact Name of Registrant as Specified in Charter)

     

    Delaware

    (State or Other Jurisdiction of Incorporation)

     

    0-23071 31-1241495
    (Commission File Number) (IRS Employer Identification No.)

     

    500 Plaza Drive, Secaucus, New Jersey 07094
    (Address of Principal Executive Offices) (Zip Code)

     

    (201) 558-2400
    (Registrant’s Telephone Number, Including Area Code)
     
    Not Applicable
    (Former Name or Former Address, if Changed Since Last Report)

     

    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))

     

    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 (§240.12-b-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 pursuant to Section 13(a) of the Exchange Act. ¨

     

    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, $0.10 par value PLCE NASDAQ Global Select Market

     

     

     

     

     

     

    Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     

    At the Annual Meeting of Stockholders of The Children’s Place, Inc. (the “Company”) held on May 7, 2025, the Company’s stockholders voted (i) to approve an amendment to the Company’s Charter to eliminate the prohibition against stockholders acting by written consent without a stockholder meeting, (ii) to approve an amendment to the Company’s Charter to provide stockholders the right to fill vacancies on the Board in any circumstance, and (iii) to approve an amendment to the Company’s Charter to make certain housekeeping amendments. Each such amendment is as described in the Company’s proxy statement for such Annual Meeting as filed with the SEC on April 17, 2025, which such descriptions are incorporated herein by reference. The Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May 7, 2025 to effect each of the amendments. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

     

    Item 9.01Financial Statement and Exhibits.

     

    (d) Exhibits

     

    Exhibit 3.1 Amended and Restated Certificate of Incorporation of The Children’s Place, Inc.
       
    Exhibit 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

     

    *       *       *

     

     2 

     

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Date: May 9, 2025

     

      THE CHILDREN’S PLACE, INC.
         
         
      By: /s/ Jared Shure
      Name: Jared Shure
      Title: Chief Administrative Officer, General Counsel & Corporate Secretary

     

     3 

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